Execution Version

SECOND AMENDED & RESTATED SHARE SUBSCRIPTION AGREEMENT

DATED OCTOBER 18, 2023

ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION - 2 -
1.1 Definitions - 2 -
1.2 Certain Rules of Interpretation - 15 -
1.3 Entire Agreement - 16 -
1.4 Schedules - 16 -

ARTICLE 2 PURCHASED SHARES - 16 -
2.1 Subscription for Purchased Shares - 16 -
2.2 Purchase Price and Payment - 17 -
2.3 Allocation - 18 -
2.4 Payment of Certain Liabilities - 18 -
2.5 Retained Assets and Retained Liabilities; Transfer of Excluded Assets and Excluded Liabilities to NewCo - 18 -
2.6 Deposit - 18 -
2.7 Operating Expenses Reimbursement After Specified Date - 19 -
2.8 Purchaser Access to the Business - 20 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES - 20 -
3.1 Representations and Warranties of the Companies - 20 -
3.2 Representations and Warranties of the Purchaser - 21 -
3.3 As is, Where is - 22 -

ARTICLE 4 CLOSING - 23 -
4.1 Date, Time and Place of Closing - 23 -
4.2 Formation of NewCo - 23 -
4.3 Closing Sequence - 23 -
4.4 Delivery of the Monitor’s Certificate - 24 -
4.5 The Companies’ Closing Deliveries - 24 -
4.6 Purchaser’s Closing Deliveries - 25 -

ARTICLE 5 ISSUES OF PURCHASER SHARES - 25 -
5.1 Issues of Purchaser Shares - 25 -

ARTICLE 6 CONDITIONS PRECEDENT - 26 -
6.1 Conditions for the Benefit of the Companies - 26 -
6.2 Conditions for the Benefit of the Purchaser - 27 -
6.3 Mutual Conditions for the Benefit of the Companies and the Purchaser - 27 -
6.4 Non-Satisfaction of Conditions - 28 -

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ARTICLE 7 COVENANTS OF THE PARTIES - 28 -
7.1 Payments in Respect of Excluded Assets - 28 -
7.2 Access to Books and Records - 29 -
7.3 Retained Insurance Policies - 29 -
7.4 Motions and Approval and Vesting Order Generally - 29 -
7.5 Covenants of the Companies Interim Period Actions - 29 -
7.6 Covenants of the Purchaser re Shareholder Approval and Capital Raise - 30 -

ARTICLE 8 TAX MATTERS - 30 -
8.1 Tax Matters - 30 -

ARTICLE 9 EMPLOYEE MATTERS - 31 -
9.1 Employee Matters - 31 -

ARTICLE 10 INSOLVENCY PROVISIONS - 32 -
10.1 Court Orders and Related Matters - 32 -

ARTICLE 11 TERMINATION - 33 -
11.1 Termination - 33 -
11.2 Effect of Termination - 34 -

ARTICLE 12 GENERAL - 34 -
12.1 Tax Returns - 34 -
12.2 Public Announcements - 34 -
12.3 Injunctive Relief - 35 -
12.4 Release by the Purchaser - 35 -
12.5 Release by the Companies - 35 -
12.6 Non-Recourse - 36 -
12.7 Monitor’s Capacity - 36 -
12.8 Expenses - 36 -
12.9 Notices - 36 -
12.10 Time of Essence - 37 -
12.11 Successors and Assigns - 37 -
12.12 Assignment - 38 -
12.13 Waiver and Amendment - 38 -
12.14 Survival - 38 -
12.15 Further Assurances - 38 -
12.16 Severability - 38 -

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12.17 Specific Performance... - 39 -
12.18 Governing Law... - 39 -
12.19 Attornment... - 39 -
12.20 No Liability; Monitor Holding or Disposing Funds... - 39 -
12.21 Third Party Beneficiaries... - 40 -
12.22 Counterparts... - 40 -
12.23 Language... - 40 -

SCHEDULE “A” FORM OF APPROVAL AND VESTING ORDER

SCHEDULE “B” EXCLUDED CONTRACTS AND EXCLUDED LIABILITIES

SCHEDULE “C” EXCLUDED ASSETS

SCHEDULE “D” PERMITTED ENCUMBRANCES

SCHEDULE “E” RETAINED ASSETS

SCHEDULE "F": RETAINED CONTRACTS AND SPECIFIED ARREARS

SCHEDULE "G": MING MINE

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THIS SECOND AMENDED & RESTATED SHARE SUBSCRIPTION AGREEMENT is made as of October 18, 2023.

BETWEEN

WHEREAS:

A. The Companies operate in the mining sector and hold a portfolio of properties on the [redacted] (the “Business”).

B. On February 27, 2023, the Supreme Court of [redacted] in Bankruptcy and Insolvency (the “Court”) granted an order pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 with respect to the Companies (the “Initial CCAA Order” and the “CCAA Proceedings”), which among other things, appointed [redacted] (in such capacity, the “Monitor”) as Monitor of the Companies in the CCAA Proceedings.

C. On March 7, 2023, subsequently on March 15, 2023, and subsequently on May 16, 2023, the Court granted amended and restated orders pursuant to the CCAA (collectively with the Initial CCAA Order, the “ARIO”) approving, among other things, a sale and investment solicitations process (the “SISP”) for the Monitor to solicit bids on any form of investments, restructuring, recapitalization, refinancing or other forms of reorganization of the business affairs of the Companies as a going concern sale or a sale (or partial sales) of all, substantially all, or certain aspects of the Business, or a combination thereof.

D. Pursuant to the SISP, the Purchaser has been selected as the Successful Bidder (as defined below) and the transaction hereunder selected as the Successful Bid (as defined below), and as such the Purchaser has agreed to subscribe for and purchase the Purchased Shares (as defined below) on and pursuant to the terms set forth herein in order to become the sole shareholder of the Companies upon Closing (as defined below).

E. The Parties (as defined below) amended and restated this Subscription Agreement on September 9, 2023 and consider it expedient to further amend and restate this Subscription Agreement as of the date thereof.

NOW THEREFORE, in consideration of the covenants and agreements herein contained (including the recitals hereof) and for other good and valuable consideration, the receipt and sufficiency or which are hereby acknowledged, the Parties (as defined below) agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1 Definitions

Whenever used in this Subscription Agreement the following words and terms shall have the meanings set out below:

“$12M Promissory Note” means the promissory note in the principal amount of AUD$12.25 million to be issued by [redacted] to [redacted], in partial payment of the assignment and assumption of the [redacted] Excluded Liabilities by [redacted];

“$38M Promissory Note” means the promissory note in the principal amount of the Stage One Purchase Price (as may be adjusted pursuant to the terms of this Agreement, including pursuant to Section 2.21.1(c) or Section 2.71.1(g)) less AUD$12.25 million to be issued by [redacted] to [redacted], in partial payment of the assignment and assumption of the [redacted] Excluded Liabilities by NewCo;

“1948 Excluded Liabilities” means all debts, obligations, Liabilities, Encumbrances (other than Permitted Encumbrances), indebtedness, contracts, leases, agreements, undertakings, claims, rights and entitlements of any kind or nature whatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or in equity and whether based in statute or otherwise) of or against [redacted] or relating to any Excluded Assets and Excluded Contracts as at the Closing Time, other than Retained Liabilities, including, inter alia, the non-exhaustive list of those certain Liabilities set forth in Schedule “B”, any and all Liabilities relating to any change of control provision that may arise in connection with the change of control contemplated by the Transactions and to which [redacted] may be bound as at the Closing Time, all Liabilities relating to or under the Excluded Contracts and Excluded Assets, Liabilities for Employees whose employment with [redacted] (or its Affiliates) is terminated on or before Closing, Liabilities for employees who are given notice of the termination of their employment with [redacted] (or its Affiliates) on or before Closing, all Liabilities to or in respect of [redacted]'s Affiliates and the Potential Priority Payments. For clarity, “[redacted] Excluded Liabilities” also includes all obligations and Liabilities under statute, contract, common law, civil law or otherwise relating to or arising from the employment and/or termination thereof, of the Terminated Employees;

“[redacted] Promissory Note” means the promissory note issued by [redacted] to [redacted] as consideration for the assignment and assumption of the Transferred Obligations by [redacted];

“[redacted] Shares” means 100 Class “A” common shares of [redacted] to be issued from treasury to the Purchaser;

"Accounts Receivable" means accounts receivable, bills receivable, trade accounts, holdbacks, retention, book debts, insurance claims and other amounts due or accruing to the Company that arose or relate to the period prior to the Closing Time and includes, for greater certainty, any unpaid interest accrued on such items and any security or collateral for such items;

"Affiliate" means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to "control" another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term "controlled" shall have a similar meaning;

"Agreement Date" means October 18, 2023;

"Approval and Vesting Order" means an Order of the Court, in substantially the form attached as Schedule "A" hereto and otherwise acceptable to the Purchaser, acting reasonably, or as otherwise agreed to by the Parties: (i) approving the Transactions; (ii) vesting out of the Companies all Excluded Assets, Excluded Contracts and Excluded Liabilities and discharging all Encumbrances against the Companies, excepting only the Permitted Encumbrances; (iii) authorizing and directing the Companies to file their respective Articles of Reorganization; (iv) terminating and cancelling all Existing Shares as well as any agreement, contract, plan, indenture, deed, certificate, subscription rights, conversion rights, pre-emptive rights, options (including stock option or share purchase or equivalent plans), warrants or other documents or instruments governing and/or having been created or granted in connection with the share capital of the Companies, if any (other than the rights of the Purchaser under this Subscription Agreement), for no consideration; and (v) authorizing and directing the Companies to issue the Purchased Shares, and vesting in the Purchaser (or as it may direct, acting reasonably and subject to the provisions of this Subscription Agreement and assignment thereof, vesting in an Affiliate) all right, title and interest in and to the Purchased Shares, free and clear of any Encumbrances;

"ARIO" has the meaning set out in Recital C;

"Articles of Reorganization" means articles of reorganization in respect of each Company's authorized and issued capital to: (a) create a new class of shares of the Company, being the Class "A" Common shares; and (b) provide for the redemption or cancellation of the common shares other than the Purchased Shares for no consideration on Closing; such articles of reorganization to be in form and substance satisfactory to the Purchaser, acting reasonably;

"ASIC" means the Australian Securities and Investments Commission;

"ASX" means ASX Limited (or, where the context requires, the securities market operated by it);

"ASX Listing Rules" means the 'Listing Rules' of ASX (from time to time);

"Books and Records" means all books and records of the Companies, including its minute books, books of account, ledgers, general, financial and accounting records, Tax Returns and other records in the possession and control of the Companies, including sales and advertising materials, sales and purchase data, trade association files, research and development records, lists of present and former customers and suppliers, personnel, employment and other records, and all records, data and information stored electronically, digitally or on computer-related media as of the Agreement Date, and any correspondence of the Companies (including any of its present and former, directors, officers, employees, contractors and other Representatives) prior to the Closing Time but in each case excludes all books and records in respect of the Excluded Assets and Excluded Liabilities;

"Business" has the meaning set out in Recital A;

"Business Day" means any day, other than a Saturday or Sunday, statutory or civic holiday or any day on which banks are generally not open for business in the City of [redacted] and [redacted];

"Capital Raise" means the capital raise of no less than AUD$50,000,000 to be funded through a public equity offering by the Purchaser;

"Cash Deposit" means the deposit provided by the Purchaser in respect of this Transaction in the amount of AUD$3,500,000.

"Causes of Action" means any action, claim, cross claim, third party claim, damage, judgment, cause of action, controversy, demand, right, action, suit, obligation, liability, debt, account, defense, offset, power, privilege, license, lien, indemnity, interest, guaranty, or franchise of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, matured or unmatured, suspected or unsuspected, in contract or in tort, at law or in equity, or pursuant to any other theory of law or otherwise;

"CCAA" means the Companies' Creditors Arrangement Act (Canada);

"CCAA Proceedings" has the meaning set out in Recital B;

"Claims" means all debts, Liabilities, obligations, indebtedness and other claims, whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity and whether based in statute or otherwise;

"Claims Identification Process" means a process by which the Monitor will, subject to obtaining a Court order authorizing such process, solicit claims against the Companies or their officers/directors prior to seeking an order for distribution to creditors in the CCAA Proceedings;

"Closing" means the completion of the Transactions pursuant to this Subscription Agreement;

"Closing Date" means the date on which the Closing occurs, which date shall be two (2) Business Days from the date on which all conditions set out in Article 5 (other than those conditions that by their nature can only be satisfied on the Closing Date) have been satisfied or waived, or such other date as may be agreed to in writing by the Parties;

"Closing Sequence" has the meaning ascribed to it in Article 4.3;

"Closing Time" means 1:00 p.m. Newfoundland Time on the Closing Date or such other time on such date as the Parties may agree in writing;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Court" has the meaning set out in Recital B;

"CPP" means the Canadian Pension Plan;

"DNR" means the Department of Industry, Energy and Technology, Newfoundland and Labrador or such successor.

"Employees" means all individuals who, as of Closing Time, are employed by the Companies, whether on a full-time or part-time basis, including all individuals who are on an approved and unexpired leave of absence and all individuals who have been placed on temporary lay-off which has not expired and "Employee" means any one of them. For certainty, "Employees" excludes any Terminated Employees;

"Employee Liabilities" mean all obligations and liabilities relating to the Employees, including obligations for wages, salaries, employee benefits and accrued vacation, to the extent such liabilities accrue from Closing forward. For certainty, "Employee Liabilities" does not include any obligations and liabilities relating to or arising from the Employees' employment with the Companies prior to Closing;

"Potential Employee Priority Claims" means any Claim for: (a) accrued and unpaid wages and vacation pay owing to an employee of any of the Companies whose employment was terminated between the Filing Date and the Closing Date, including the Terminated Employees; and (b) unpaid amounts provided for in Section 6(5)(a) of the CCAA (c) any unremitted employee payroll deductions for income tax that are determined to be subject to a deemed trust claim; (d) any unremitted employee payroll deductions or employer contributions for the CPP that are determined to be subject to a deemed trust claim; (e) any unremitted employee payroll deductions or employer premiums for unemployment insurance that are determined to be subject to a deemed trust claim; and (f) any other amounts due in respect of employees that are determined to be subject to a deemed trust or other form of priority claim; all as to be determined pursuant to the Claims Identification Process;

"Employment Agreements" means, collectively, the employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the directors, officers and employees of either Company that, on or prior to the Closing, have not resigned, in each case, in existence on the date of Closing, which shall be provided to the Purchaser; provided, however, that Employment Agreements shall not include employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the directors, officers and employees of either of the Companies that have been terminated or disclaimed without the consent of the Purchaser;

"Encumbrances" means all security interests (whether contractual, statutory, or otherwise), hypothecs, pledges, mortgages, liens, trusts or deemed trusts (whether contractual, statutory or otherwise), reservations of ownership, royalties, options, rights of pre-emption, privileges, interests, assignments, actions, judgements, executions, levies, Taxes, writs of enforcement, charges, or other claims, whether contractual, statutory, financial, monetary or otherwise, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise, including, without limiting the generality of the foregoing: (a) any encumbrances or charges created by the ARIO or any other Order of this Court; and (b) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act of Newfoundland and Labrador or any other personal property registry system;

"Environmental Claim" means any Claim, governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom whether incurred or arising before or after the Closing Time by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of any enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Substances;

or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit;

"Environmental Law" means any applicable Law, and any governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the investigation or cleanup thereof), the management or protection of natural resources, endangered or threatened species, human health or safety, or the protection or quality of the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Substances;

"Environmental Liabilities" means all past, present and future obligations and Liabilities of whatsoever nature or kind arising from or relating to, directly or indirectly:

(a) any Environmental Matter; or
(b) any Environmental Claim, Environmental Notice or Environmental Permit applicable to or otherwise involving the Companies, as the case may be, or any past, present or future non-compliance with, violation of or Liability under any Environmental Laws or any Environmental Permit applicable to or otherwise involving the Companies or the Business, as the case may be whenever occurring or arising;

"Environmental Matters" means any activity, event or circumstance in respect of or relating to:

(a) the storage, use, holding, collection, containment, recycling, reclamation, remediation, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling, transportation, management, presence, exposure to or Release of Hazardous Substances;
(b) the protection, condition, or quality of the environment;
(c) pollution, reclamation, remediation, or restoration of the environment; or
(d) any reclamation, decommissioning, rehabilitation and restoration obligations or requirements,

related to the Companies, as the case may be, or that has or have arisen or hereafter arise from or in respect of past, present or future operations, activities or omissions related to the Companies, as the case may be, or in respect of or otherwise involving the Companies, as the case may be, including obligations to compensate third Persons for any Liabilities, regardless of when or where such liabilities and obligations arose or arise, and, for purposes of this Subscription Agreement, the "environment" includes indoor and outdoor air, the surface and subsurface of the earth, bodies of water (including rivers, streams, lakes, aquifers and groundwater) and plant and animal life (including humans);

"Environmental Notice" means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit, in each case, issued by a Governmental Authority;

"Environmental Permit" means any permit, licence, letter, clearance, consent, waiver, closure plan, exemption, decision, or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law;

"Equity Interests" means any capital share, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities (whether voting or nonvoting, whether preferred, common or otherwise, and including share appreciation, contingent interest or similar rights) of Person;

"ETA" means the Excise Tax Act (Canada);

"Excluded Assets" collectively, means:

(a) the Accounts Receivable;

(b) the Stage Two Secured Payment Note and Security Agreements and all interests thereunder, including security interests, and each of the promissory notes, assignments and assumptions, Security Agreement(s) and other documents created pursuant to or as a step of the Closing Sequence for the benefit of or representing an obligation owing to [redacted] or necessary or desirable to give effect to such obligation owing to [redacted];

(d) the Tax records and returns, and books and records pertaining thereto and other documents, in each case, that primarily or solely relate to any of the Excluded Liabilities, provided that the applicable member of the Companies may take copies of all Tax records and books and records pertaining to such records (as redacted, if applicable) to the extent necessary or useful for the carrying on of the Business after Closing, including the filing of any Tax Return, provided, however that [redacted] shall retain the original copies of any of the records required to be provided to the applicable Company hereunder (and provide the applicable Company with a copy thereof) to the extent [redacted] are required to do so under applicable Law or pursuant to this Subscription Agreement, including under Article 8.1;

(e) the Excluded Contracts;

(f) the [redacted] Equipment;

(g) any Tax Refund received prior to, or to the extent accruing for any period on or prior to, the Specified Date;

(h) all communications, information or records, written or oral, that are in any way related to: (i) the transactions contemplated by this Subscription Agreement; (ii) the sale of the Purchased Shares; (iii) any Excluded Asset; or (iv) any Excluded Liability; all rights, covenants, obligations and benefits in favour of the Companies under this Subscription Agreement that survive Closing; and

(i) those assets specified in Schedule "C", an amended list of which may be delivered by the Purchaser no later than three (3) Business Days before the Closing Date,

and for clarity, "Excluded Assets" may be owned by either or both of the Companies;

"Excluded Contracts" means all contracts that are not Retained Contracts, including those specified on Schedule "B", an amended list of which may be delivered by the Purchaser no later than three (3) Business Days before the Closing Date;

"Excluded Liabilities" means, collectively, the Excluded Liabilities and the Excluded Liabilities;

"Executive Employees" means those senior executive individuals employed by a member of the Companies;

"Existing Shares" means all issued and outstanding shares of the Companies prior to Closing;

"Filing Date" means February 23, 2023;

"Goodyear Cove Concentrate Facility" means (i) the main dock, two smaller docks and bollards, and the small slipway at [redacted], Canada which are situated upon land leased by [redacted] and (ii) the warehouse, conveyors, fuel tank and front end loader at [redacted], Canada owned by [redacted], for the storage of concentrate derived from any ores produced from the [redacted] and (iii) the associated treatment plant, mill and/or concentrating facilities located in [redacted], [redacted], and any replacement thereof;

"Governmental Authority" means any government, regulatory authority, governmental department, agency, agent, commission, bureau, official, minister, Crown corporation, court, body, board, tribunal or dispute settlement panel or other law or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled to or purporting to exercise, any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power (including any applicable stock exchange);

"Hazardous Substance" means any substance, material or emission whose storage, handling, use, transportation or Release is prohibited, controlled or regulated by any Governmental Authority having jurisdiction pursuant to Environmental Laws, including any contaminant or pollutant as defined in the Environmental Protection Act ( [redacted]);

"Initial CCAA Order" has the meaning set out in Recital B;

"Interim Period" has the meaning set out in Article 7.5(a);

"Investment Canada Act" means the Investment Canada Act, R.S.C., 1985, c. 28;

"Laws" means, with respect to any Person, property, transaction, event or other matter; all laws, statutes, by-laws, rules, regulations, treaties, Orders, ordinances or judgments, guidelines, directives or other requirements having the force of law, whether federal, provincial, state or municipal, relating or applicable to that Person, property, transaction, event or other matter;

"Liabilities" means all costs, expenses, charges, debts, liabilities, commitments and obligations of any nature or kind whatsoever, whether accrued or fixed, actual, absolute, contingent, latent or otherwise, known or unknown, matured or unmatured or determined or undeterminable, including those arising under any Law and those arising under any loan, lease, financing agreement,

agreement, contract, statute or otherwise, including any abandonment, reclamation or end of life obligations associated with any mining or other property;

“Exploration Ground” means Mineral Licence 010215M, covering the copper deposit, located north of the town of Springdale in north-central held by the Companies and Mineral Licence 027468M, covering the copper deposit located in north central held by the Companies;

“Material Adverse Effect” means any change, event, fact, occurrence, condition or circumstance, individually or in the aggregate that: (i) has a material adverse effect on the operations, results of operations or condition (financial or otherwise) of the Business, or (ii) materially and adversely impairs the Purchased Shares, Retained Assets or the Business or materially and adversely increases the Retained Liabilities, taken as a whole, but excluding, in the case of each of clauses (i) and (ii) any such change, event, occurrence or circumstance that results from or arises out of: (A) changes in general economic conditions, (B) changes affecting the industries and markets in which the Business operates, (C) changes in macroeconomic factors, interest rates, currency exchange rates or general financial or credit market conditions, (D) acts of God, war, terrorism, civil unrest or hostilities, (E) the COVID-19 pandemic or other epidemic or pandemic outbreaks including any continuation or escalation thereof, (F) any change in law or its interpretation, administration or application or non-application by any Governmental Authority or in generally acceptable accounting principles, including any purported termination or withdrawal of the protection provided by the Provincial Indemnity Letters, (G) any failure to meet any internal or publicly disclosed projections, forecasts, estimates or budgets of, or guidance relating to, revenue, cash flow, earnings or other financial metrics for any period, (H) any action taken (or omitted to be taken) by the Companies that is permitted under this Subscription Agreement or consented to by the Purchaser, (I) any announcement of the transactions contemplated by this Subscription Agreement, the identify of the Purchaser, or any action or inaction of Purchaser or its affiliates, (J) any change or development in respect of any Excluded Assets, Excluded Liabilities or any matter disclosed pursuant to the terms of this Subscription Agreement, or (K) the pendency of the CCAA Proceedings and any action approved by, or motion made before, the Courts, (L) the fact that the Business has been placed in “warm idle” and is not currently operating and any departures of personnel or entities providing services to the Companies, or (M) any matter or prospective matter which has, at or prior to the date hereof, been publicly disclosed in regulatory or securities filings, or has been made available to Purchaser in the any data room or virtual data room or disclosure platform, or disclosed in writing to Purchaser on or prior to the date hereof. Each of Companies and Purchaser agree that the determination of whether there has been a Material Adverse Effect shall be made after giving effect to any insurance proceeds (net of any deductibles) and indemnification payments that, in either case, are payable as a result of the change or effect subject to such determination.

“means the gold/copper property known as the located in being more particularly described and defined in Schedule “G” hereto;

“Mining and Surface Leases” means Mining Leases 140 (4444), 141(4532) and 188 (10241M) and Surface Lease 121, 122 and 163;

“Monitor” has the meaning set out in Recital B;

“Monitor’s Certificate” has the meaning set out in Article 4.4;

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"NDA" has the meaning set out in Article 1.3;

"NewCo" means the entity to be formed prior to the Closing; provided, that no such entity shall be a flow through entity for Canadian Tax purposes unless approved by the Purchaser;

"NI 45 106" has the meaning set out in Article 3.2(h);

"Notice" has the meaning set out in Article 12.9;

"Facility" means gold processing plant which is located on the Lease;

"Surface Lease" means Surface Lease No. 163 located at on the , as such may be renewed, extended or amended, from time to time;

"Gold Plant Equipment" means those specified equipment and other tangibles in Schedule "C" as the excluded Nugget Pond gold plant equipment, to which Companies has informed Purchaser that it does not hold title and which, for certainty, does not include any gold plant equipment over which the Companies have title (which are Retained Assets);

"Operational Expenses" has the meaning set out in Article 2.7;

"Order" means any order, injunction, judgment, administrative complaint, decree, rulings, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Authority or arbitrator and includes the ARIO or any other orders granted in the CCAA Proceedings;

"Outside Date" has the meaning set out in Article 6.3(d);

"Parties" means, collectively, the Companies and the Purchaser, and "Party" means any one of them;

"Permitted Encumbrances" means the Encumbrances listed in Schedule "D";

"Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, corporation, Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

"Personal Information" means information about an identifiable individual, but does not include the name, title or business address or telephone number of an employee of an organization;

"Post-Filing Trade Amounts" means any accrued and unpaid amounts owing by the Companies to third parties for leased or financed equipment and for goods and services provided to the Companies by third parties in connection with the Business and in respect of any royalty owing by the Companies, all in relation to the period starting as and from the Filing Date, that are unpaid as of the Closing;

"Potential Priority Payments" means those potential priority payments as prescribed under Subsections 6(3), 6(5)(a) and 6(6)(a) of the CCAA, the amounts owing under the Potential

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Employee Priority Claims, and any outstanding Post-Filing Trade Amounts, all such payments to be determined following the Claims Identification Process;

"Privacy Law" means the Personal Information Protection and Electronic Documents Act (Canada), equivalent legislation in other provinces and territories, all regulations thereunder, and all Orders issued by Governmental Authorities pursuant thereto, as amended, supplemented, revised or replaced from time to time;

"Provincial Indemnity Letters" means the letters from the Government of [REDACTED] and [REDACTED] to [REDACTED] dated July 5, 2010, October 14, 2020 and June 16, 2023 providing that Rambler is not responsible for historical environmental liability associated with the [REDACTED] Exploration Ground.

"Purchase Price" has the meaning set out in Article 2.2;

"Purchased Shares" means the [REDACTED] Shares and [REDACTED] Shares;

"Purchaser" has the meaning set out in preamble to this Subscription Agreement;

"Purchaser Payment Note" means the promissory note issued by one or both of the Companies to the Purchaser as consideration for the assignment and assumption of the Interim Note and its amendment and restatement as the Stage Two Secured Payment Note;

"Purchaser Shares" means fully paid ordinary shares in the capital of the Purchaser;

"Excluded Liabilities" means all debts, obligations, Liabilities, Encumbrances (other than Permitted Encumbrances), indebtedness, contracts, leases, agreements, undertakings, claims, rights and entitlements of any kind or nature whatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or in equity and whether based in statute or otherwise) of or against [REDACTED] or relating to any Excluded Assets and Excluded Contracts as at the Closing Time, other than Retained Liabilities, including, inter alia, the non-exhaustive list of those certain Liabilities set forth in Schedule "B", any and all Liabilities relating to any change of control provision that may arise in connection with the change of control contemplated by the Transactions and to which [REDACTED] may be bound as at the Closing Time, all Liabilities relating to or under the Excluded Contracts and Excluded Assets, Liabilities for Employees whose employment with [REDACTED] (or its Affiliates) is terminated on or before Closing, Liabilities for employees who are given notice of the termination of their employment with [REDACTED] (or its Affiliates) on or before Closing, all Liabilities to or in respect of [REDACTED]'s Affiliates and the Potential Priority Payments. For clarity, "Excluded Liabilities" also includes all obligations and Liabilities under statute, contract, common law, civil law or otherwise relating to or arising from the employment and/or termination thereof, of the Terminated Employees;

"Shares" means 100 Class "A" common shares of [REDACTED] issued from treasury to the Purchaser;

"Rehabilitation Guarantee" means those amounts required by DNR or any other Governmental Authority to be posted or otherwise held in trust for and in respect of the costs relating to the abandonment, closure, reclamation, rehabilitation, reporting, post closure monitoring and treatment and related activities of the Retained Assets;

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“Release” means any release or discharge of any Hazardous Substance including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape, leach, migration, dispersal, dispensing or disposal;

“Released Claims” means all claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, informations or other similar processes, assessments or reassessments, judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including “claims” as defined in the CCAA and including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing;

“Representatives” means the officers, directors, advisors, employees, representatives and agents of either Company or any of its Affiliates;

“Restricted Cash” means those $4,497,832 of term deposits and GICs held by the Companies with HSBC bank as of the date hereof, in respect of the Rehabilitation Guarantee;

“Retained Assets” means:

(a) all assets of the Companies owned as of the Agreement Date and any assets acquired by it up to the date of Closing, including without limitation, all tenements, mineral resources, assets and infrastructure (as applicable) held by the Companies, inclusive of the: (i) [Redacted] Facility; (ii) Ming Mine; (iii) [Redacted] Exploration Ground; and (iv) Goodyear Cove Concentrate Facility, as well as any and all associated items listed on the fixed assets further described in Schedule “E”;

(b) the Retained Contracts;

(d) any and all indemnities granted or made in favour of the Companies from a Governmental Authority in respect of Environmental Liabilities, including without limitation the Provincial Indemnity Letters;

but in all cases excluding the Excluded Assets;

“Retained Contracts” means: (i) all contracts relating to the Permitted Encumbrances which are not otherwise Excluded Contracts and those contracts listed in Schedule “F”, an amended list of which may be delivered by the Purchaser no later than three (3) Business Days before the Closing Date; and (ii) each of the promissory notes, assignments and assumptions, Security Agreement(s) and other documents created pursuant to or as a step of the Closing Sequence for the benefit of or representing an obligation owing to [Redacted] or necessary or desirable to give effect to such obligation owing to [Redacted];

“Retained Liabilities” means:

(a) the Environmental Liabilities;

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(b) the Employee Liabilities;

(d) any and all Liabilities of the Companies arising from and after Closing;

(e) the Security Agreements and those liabilities associated with or in relating to the security granted under the Security Agreement(s);

(f) without duplication with (g), liabilities relating to each of the promissory notes, assignments and assumptions, Security Agreement(s) and other documents created pursuant to or as a step of the Closing Sequence for the benefit of or representing an obligation owing to [redacted] or necessary or desirable to give effect to such obligation owing to [redacted]; and

(g) the Retained Contracts, including as set out in Schedule "F",

which shall be the only obligations and liabilities of the Companies as of the Closing.

"Security Agreement(s)" means the General Security Agreement and Fixed and Floating Charge Debenture, as between the Purchaser, the Companies and [redacted] which provide for and secure those amounts owing under the Stage Two Secured Payment Note and amounts under Article 2.2(b), with: (a) the General Security Agreement substantially in the form of and have substantially similar terms as the existing General Security Agreement made as of October 29, 2021 as between [redacted] and [redacted], as administrative agent; and (b) the Fixed and Floating Charge Debenture substantially in the form of and have substantially similar terms as the existing fixed and floating charge debenture dated as of October 29, 2021 as between the [redacted] and [redacted], as administrative agent, and securing substantially the same properties thereunder, including the Mining and Surface Leases, in each case with such revisions as necessary to reflect this Subscription Agreement;

"Shareholder Approval" has the meaning ascribed to it in Article 6.2(f);

"SISP" has the meaning set out in Recital C;

"Specified Arrears" means those specified monetary defaults other than those arising by reason only of the insolvency of the Companies, the commencement of the CCAA Proceedings or the Companies failure to perform a non-monetary obligation prior to the Closing Date, in relation to certain of the Retained Liabilities as at the date of Closing as set forth in Schedule "F", or such other specified amounts agreed to in writing between the Parties;

"Specified Date" has the meaning set out in Article 2.7;

"Stage One Purchase Price" has the meaning set out in Article 2.2(a);

"Stage One Purchaser Shares" means the number of Purchaser Shares equal to an aggregate issue price of AUD$15,000,000, as part of the Stage One Purchase Price, with the price per Purchaser Share based on the lower of (a) the issue price of the Capital Raise; and (b) the volume weighted average price of the Purchaser Shares over the last 10 trading days on which Purchaser Shares traded prior to August 11, 2023;

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"Stage Two Option Payment" means AUD$7,500,000 in cash as part of the Stage Two Purchase Price;

"Stage Two Purchase Price" has the meaning set out in Article 2.2(b);

"Stage Two Purchaser Shares" means the number of Purchaser Shares equal to an aggregate issue price of AUD$7,500,000 as part of the Stage Two Purchase Price with the price per Purchaser Share based on the volume weighted average price of the Purchaser Shares over the last ten (10) days on which the Purchaser Shares are traded prior to the issue date, which Purchaser Shares shall be subject to receipt of the Purchaser's shareholder approval under ASX Listing Rule 7.1 at the relevant time;

"Stage Two Secured Payment Note" means the secured promissory note or other instrument evidencing the obligation of Purchaser to pay the Stage Two Purchase Price to the Monitor on behalf of the Companies, which obligations shall be secured by the Security Agreements following the issuance thereof in accordance with the Closing Sequence, and which note shall contain certain deliverables by Purchaser with respect to the Security Agreement(s) and other documents necessary for the perfection of the security interest under the Security Agreement; and certain enforcement mechanisms in respect of the obligations therein;

"Subscription Agreement" means this second amended and restated share subscription agreement and all attachments and Schedules, in each case as the same may be supplemented, amended, restated or otherwise modified in accordance with the terms thereof;

"Successful Bid(s)" has the meaning given to such term in the SISP;

"Successful Bidder(s)" has the meaning given to such term in the SISP;

"Tax Act" means the Income Tax Act (Canada), as amended from time to time;

"Tax Refund" means all payments, credits or refunds (including payments and refunds in respect of Taxes), returns, reports, declarations, designations, forms, elections, notices, filing and information returns and statements in respect to Taxes to which either Company is entitled that arose or relate to the period prior to the Specified Date, including: (a) any refund of goods and services taxes or harmonized sales taxes; (b) any refund of federal or provincial income taxes; and (c) any refund of premiums or payments relating to a workers' compensation fund or program of any province;

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

"Tax" or "Taxes" means taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges imposed by any Governmental Authority under Law, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-

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dumping, and all employment insurance, health insurance and governmental pension plan premiums or contributions;

"Terminated Employees" means those Executive Employees whose employment has been or shall be terminated by the applicable Company prior to Closing, or whose employment agreements have been deemed to be an Excluded Contract, as determined by the Purchaser pursuant to the provisions of Article 9;

"Transactions" means: (a) the issuance by the Companies to the Purchaser, and the subscription for and purchase by the Purchaser, of the Purchased Shares in consideration for the Purchase Price; and (b) all matters related or ancillary to the foregoing contemplated by or in the manner provided for in this Subscription Agreement or the Approval and Vesting Order;

"Transferred Information" means the personal information to be disclosed or conveyed to the Purchaser or any of its Representatives by or on behalf of the Companies for those purposes that relate to the Transaction in accordance with Privacy Laws, and includes such personal information disclosed to the Purchaser during the period leading up to and including the completion of the Transaction and pursuant to the SISP, and personal information acquired by the Purchaser in making its determinations set forth in Article 9; and

"Transferred Obligations" means Excluded Liabilities in the aggregate amount of AUD$12.25 million which are to be assigned from Rambler to and assumed by in consideration of the issuance by of the Promissory Note to .

1.2 Certain Rules of Interpretation

In this Subscription Agreement:

(a) Currency - Unless otherwise specified, all references to monetary amounts and to CAD$ are to lawful currency of Canada. References to AUD$ shall refer to monetary amounts in the lawful currency of . References to USD$ shall refer to monetary amounts in the lawful currency of the United States of America.

(b) Headings - Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Subscription Agreement.

(c) Including - Where the word "including" or "includes" is used in this Subscription Agreement, it means "including (or includes) without limitation".

(d) No Strict Construction - The language used in this Subscription Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(e) Number and Gender - Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(f) Statutory references - A reference to a statute includes all regulations and rules made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation.

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(g) Time - Time is of the essence in the performance of the Parties' respective obligations.

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

1.3 Entire Agreement

This Subscription Agreement, the confidentiality and non-disclosure agreement entered into between the Monitor, the Companies and the Purchaser dated June 19, 2023 (the "NDA"), and the deliverables delivered by the Parties in connection with the Transactions contemplated herein constitute the entire agreement between the Parties or any of them pertaining to the subject matter of this Subscription Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, with respect to the subject matter herein. There are no conditions, representations, warranties, obligations or other agreements between the Parties with respect to the subject matter of this Subscription Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Subscription Agreement.

1.4 Schedules

The Schedules to this Subscription Agreement, listed below, are an integral part of this Subscription Agreement:

Schedule	Description
Schedule “A”	Form of Approval and Vesting Order
Schedule “B”	Excluded Contracts and Excluded Liabilities
Schedule “C”	Excluded Assets
Schedule “D”	Permitted Encumbrances
Schedule “E”	Retained Assets
Schedule “F”	Retained Contracts and Specified Arrears
Schedule “G”	Ming Mine

ARTICLE 2 PURCHASED SHARES

2.1 Subscription for Purchased Shares

Subject to the provisions of this Subscription Agreement and the Approval and Vesting Order, on the Closing Date, the Purchaser shall subscribe for and purchase from the Companies and the Companies shall issue to the Purchaser, the Purchased Shares, free and clear of all Claims and Encumbrances (other than Permitted Encumbrances), which Purchased Shares shall, immediately following the implementation of the application of the Articles of Reorganization, in accordance with the Closing Sequence and pursuant to the Approval and Vesting Order, represent 100% of the then issued and outstanding shares in the capital of the Companies.

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2.2 Purchase Price and Payment

The aggregate consideration payable by the Purchaser for the Purchased Shares is AUD$65,000,000 payable in the two stages set out below (collectively, the “Purchase Price”). The Purchase Price shall be satisfied by, and in accordance with the following sequence:

(a) Stage One – on Closing by:

(i) the release of the Cash Deposit by the Monitor to the Companies;

(ii) payment in cash by the Purchaser (and/or its nominee(s)) to the Monitor on behalf of the Companies of an amount equal to AUD$35,000,000 less the Cash Deposit;

(iii) the issue of the Stage One Purchaser Shares to the Companies;

(iv) the delivery of the Stage Two Secured Payment Note (in accordance with the Closing Sequence) and Security Agreements, evidencing the obligation to pay and collateral provided in respect of such obligations, to the Monitor on behalf of the Companies,

(collectively, the “Stage One Purchase Price”); and

(v) an amount equivalent to the Retained Liabilities, if any, that the Purchaser shall cause the Companies to retain,

(b) Stage Two – at any time up to eighteen (18) months after Closing, pursuant to the Stage Two Secured Payment Note, to the holder(s) of the Stage Two Secured Payment Note, in satisfaction thereof, by:

(i) payment in cash by the Purchaser (and/or its nominee(s)) of an amount equal to AUD$7,500,000; and

(ii) either (A) the issue of the Stage Two Purchaser Shares or (B) the Stage Two Option Payment, at the option of the Purchaser in its sole discretion;

(collectively, the “Stage Two Purchase Price”), which payment obligation shall be evidenced by the Stage Two Secured Payment Note and secured by the Security Agreement until the Stage Two Purchase Price is paid in full,

(i) Purchaser shall pay, as an increase to the Purchase Price, in respect of the Specified Arrears, an amount not to exceed AUD$1,000,000, to the Monitor, on behalf of and for reimbursement of the Companies for the prior payment of, or further distribution to the applicable recipients thereof,

all of which if payable on the Closing Date shall be held by the Monitor on behalf of the Companies and/or applicable recipients, and, following the payments required thereto and hereunder, be transferred to [redacted] in consideration of the assignment and assumption of the Excluded Assets and Excluded Liabilities pursuant to the Approval and Vesting Order, Article 2.5 and the Closing Sequence. For certainty, at Closing, the

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Companies shall issue to the Purchaser, the Purchased Shares, free and clear of all Claims and Encumbrances in accordance with the Closing Sequence.

2.3 Allocation

The Companies and Purchaser will make and file all Tax Returns and filings on a basis which is consistent with the amount and allocation of the Purchase Price based on fair market value, which is approximately as follows and subject to adjustment to better reflect fair market value as necessary:

AUD$12,250,000

AUD$52,750,000 (plus any increase or decrease in the Purchase Price pursuant to Section 2.2(c) or Section 2.7(g))

2.4 Payment of Certain Liabilities

On the Closing Date, in accordance with the Closing Sequence, a portion of the Purchase Price sufficient to satisfy the Potential Priority Payments shall be held in reserve by the Monitor to satisfy the final Potential Priority Payments to be determined by the Claims Identification Process, which reserve shall be established by the Monitor and its advisors in consultation with the Companies and their advisors in an amount reasonably sufficient to account for all Potential Priority Payments.

2.5 Retained Assets and Retained Liabilities; Transfer of Excluded Assets and Excluded Liabilities to

Pursuant to and without limiting the Approval and Vesting Order, on the Closing Date in accordance with the Closing Sequence:

(a) the Companies shall: (i) retain all of the Retained Assets; and (ii) retain all of the Retained Liabilities and remain liable in respect of the Retained Liabilities;

(b) all Excluded Assets shall be assigned, transferred to and vested in , and all Excluded Liabilities shall be transferred to and assumed by ; and

(c) all Claims and Encumbrances (except for Permitted Encumbrances) shall be expunged, discharged and released as against the Companies and the Retained Assets, other than the Retained Liabilities.

2.6 Deposit

(a) As a deposit for the Purchase Price, the Purchaser has paid to the Monitor by wire transfer of immediately available funds, an amount equal to AUD$3,500,000, being 10% of the upfront cash Purchase Price; (the "Cash Deposit"), and which is held in trust by the Monitor in a non-interest bearing account on behalf of the Companies.

(b) If Closing does not occur due to: (A) termination of this Subscription Agreement by Purchaser pursuant to Article 11.1(i); or (B) the Approval and Vesting Order is not obtained

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by the Outside Date and the termination of this Subscription Agreement by either Purchaser or Companies pursuant to Article 11.1(b), and in each case Purchaser is not in breach of its obligations under this Subscription Agreement, the Cash Deposit will be forthwith refunded in full to the Purchaser (without interest, offset or deduction).

(c) If the events set forth in (b) above have not occurred, and Closing does not occur due to any other reason, including due to: (A) a material breach of this Subscription Agreement by Purchaser; (B) the failure or inability by Purchaser to obtain its necessary shareholder approval or ASX approvals in relation to the Transaction; (C) the failure or inability by Purchaser or its agents complete the Capital Raise, and this Subscription Agreement is terminated in accordance with its terms, the Cash Deposit shall become the property of, and shall be transferred to, the Companies as liquidated damages (and not as a penalty) to compensate the Companies for the expenses incurred and opportunities foregone as a result of the failure to close the Transactions.

2.7 Operating Expenses Reimbursement After Specified Date

(a) The Parties agree that the daily operating and administrative expenditures relating to the Retained Assets and Retained Liabilities (the “Operational Expenses”) are CAD$30,005.11 or USD$22,055.77 per day, or CAD$185,031.50 or USD$136,010.57 per week (the “Weekly Reimbursement Amount”).

(b) The Monitor shall provide a forecasted cash flow detailing the Operational Expenses.

(c) On the date that is not more than two (2) Business Days after receipt of the Approval and Vesting Order (the “Specified Date”), and every seven days thereafter, the Purchaser shall pay to the Monitor, on behalf of the Companies, the Weekly Reimbursement Amount, which shall be used in the operation of the business, until the Closing Date. The Monitor shall provide a weekly accounting to the Purchaser of the use of funds with, at Purchaser’s request, evidence of such use, including receipts and invoices.

(d) In the event that the Monitor believes, acting reasonably, that the weekly Operational Expenses are below the Weekly Reimbursement Amount, the Monitor may, on behalf of the Companies, credit and apply the excess amounts toward the following week’s Weekly Reimbursement Amount provide notice to Purchaser and the amount payable by the Purchaser for such following week’s Operational Expenses shall be reduced accordingly.

(e) On Closing, the Monitor may, on behalf of the Companies, if it determines appropriate in the circumstances, refund to the Purchaser all or such portion of the unutilized operating expenditures funded in its sole discretion, provided that Monitor may also, on behalf of the Companies, be entitled to hold in reserve such amounts it deems necessary in its sole discretion, until the Final Operation Expenses Reconciliation Date.

(f) On the date that is not more that is twenty-one (21) Business Days after Closing (the “Final Operational Expenses Reconciliation Date”), any previously credited but unapplied Weekly Reimbursement Amounts shall be refunded by the Monitor, on behalf of the Companies, in a form directed by the Purchaser.

(g) In no other circumstance other than at Closing and the Final Operational Expenses Reconciliation Date shall the Monitor, on behalf of the Companies, be required to refund or reimburse any amounts advanced hereunder, and such amounts when paid, shall become

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the property of, and shall be transferred beneficially in, the Companies absolutely except where such paid amount is a refund to the Purchaser. The amounts paid in respect of this section shall be attributed to the Purchase Price such that the Purchase Price increases dollar for dollar accordingly.

2.8 Purchaser Access to the Business

Following receipt of the Approval and Vesting Order, the Companies shall provide Purchaser and its Representatives access, during normal Business hours and at such other time or times as Purchaser may reasonably request, to its premises (including facilities, field offices and sites), books, contracts, records, computer systems, properties, employees and management personnel and shall furnish to Purchaser all information concerning its Business, properties and personnel as Purchaser may reasonably request, which information shall remain subject to the NDA, in order to permit Purchaser to be in a position to expeditiously and efficiently integrate the business and operations of the Companies immediately upon but not prior to Closing. The Parties may further agree to facilitate further access as they deem appropriate, acting reasonably, in order to fulfill the objectives of this section.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Companies

Each Company, jointly and severally, represents and warrants as of the Agreement Date the following to the Purchaser and acknowledges that the Purchaser is relying upon the representations and warranties in connection with the Transactions:

(a) each Company is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and, subject to the granting and terms of the Approval and Vesting Order, the Company has the corporate power to enter into and perform its obligations under this Subscription Agreement;

(b) this Subscription Agreement has been duly authorized, executed and delivered by the Company, and, subject to the granting and terms of the Approval and Vesting Order, this Subscription Agreement is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms;

(c) no filing with, notice to or authorization of, any Governmental Authority is required on the part of the Purchaser as a condition to the lawful completion of the Transactions;

(d) the execution and delivery of and performance by the Company of this Subscription Agreement:

(i) do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or bylaws;

(ii) do not constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any contract, license, lease or instruction to which it is a party; and

(iii) do not result in the violation of any Laws; and

(e) each of the Companies are not a non-resident of Canada within the meaning of the Tax Act.

Pursuant to the SISP, the Purchaser acknowledges and agrees that any representation and warranty on behalf of the Monitor and/or the Companies will not survive Closing.

3.2 Representations and Warranties of the Purchaser

The Purchaser represents and warrants as of the Agreement Date the following to the Companies and Monitor and acknowledges that each of the Companies and Monitor is relying upon the representations and warranties in connection with the Transactions:

(a) the Purchaser is a corporation incorporated and existing under the Laws of its jurisdiction of incorporation and it has the corporate power to enter into and perform its obligations under this Subscription Agreement;

(b) the execution and delivery of and performance by the Purchaser of this Subscription Agreement have been authorized by all necessary corporate action on the part of the Purchaser;

(i) do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or bylaws;

(iii) do not result in the violation of any Laws;

(d) no filing with, notice to or authorization of, any Governmental Authority is required on the part of the Purchaser as a condition to the lawful completion of the Transactions;

(e) this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject only to any limitation under applicable Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar Laws of general application affecting creditors' rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies including specific performance and injunction;

(f) the Purchaser is an informed and sophisticated buyer, it has engaged expert advisors and is experienced in the evaluation and purchase of property and assets and assumption of liabilities such as the Purchased Shares, the Retained Assets and the Retained Liabilities, all as contemplated hereunder, and has undertaken such investigations and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Subscription Agreement;

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(g) the Purchaser acknowledges that investment in the Purchased Shares involves risk, and represents that it is able, without materially impairing its financial condition, to hold the Purchased Shares for an indefinite period of time and to suffer a complete loss of its investment;

(h) the Purchaser is an “accredited investor”, as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45 106”) and it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45 106 and acknowledges that the Purchased Shares may be subject to resale restrictions under applicable securities laws. The Purchased Shares are being acquired by the Purchaser for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Purchased Shares or any interest in them;

(i) the Purchaser is not a “state-owned enterprise” and is a “Canadian” or a “WTO Investor” or a “Trade Agreement Investor”, as such terms are defined in the Investment Canada Act;

(j) the Purchaser has cash on hand and/or firm financing commitments (which for the avoidance of doubt may be in the form of a conditional underwriting agreement) from underwriters in connection with the Capital Raise in amounts sufficient to allow it to pay the Cash Deposit, the balance of the Purchase Price and all other costs and expenses in connection with the consummation of the Transactions and the Purchaser will make best efforts to have, as of the Closing Date, sufficient funds available for purposes of paying the Stage One Purchase Price, and the Purchaser will have, as of a date on or before the 18th month anniversary of the Closing Date, sufficient funds available for the purposes of paying or otherwise satisfying the Stage Two Purchase Price; and

(k) the Purchaser understands that the investment in, or holding, acquisition or disposition of, the Purchased Shares may have material tax consequences under applicable Laws, and that it is the sole responsibility of the Purchaser to determine and assess such tax consequences as may apply to its particular circumstances.

3.3 As is, Where is

Notwithstanding any other provision of this Subscription Agreement but without limiting Article 1.2, the Purchaser acknowledges, agrees and confirms that:

(a) the Purchased Shares shall be issued, sold and delivered to the Purchaser subject only to the representations and warranties contained herein. Other than those representations and warranties contained herein, no representation, warranty or condition is expressed or can be implied as to the either the Purchased Shares or the Retained Assets (including title, encumbrances, description, fitness for purpose, merchantability, condition or quality or in respect of any other matter or thing whatsoever, with respect to same). For greater certainty, the Retained Assets shall be retained by the Companies in the context of the Transaction on an “as is where is” basis;

(b) without limiting the generality of the foregoing, except as may be expressly set out in this Subscription Agreement, no representations or warranties have been given by any Party with respect to the Liabilities any Party has with respect to Taxes in connection with entering into this Subscription Agreement, the issuance of the Approval and Vesting Order, the consummation of the Transactions or for any other reason. Each Party is to rely on its

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own investigations in respect of any Liabilities for Taxes payable, collectible or required to be remitted by the Companies or any other Party on or after Closing and the quantum of such Liabilities, if any, and the Purchaser acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Companies in order to make an independent analysis of same; and

ARTICLE 4

CLOSING

4.1 Date, Time and Place of Closing

The Closing shall take place at the offices of [redacted], at the Closing Time, or at such other place (including electronically), on such other date and at such other time as the Parties may agree in writing, and in accordance with the Closing Sequence.

4.2 Formation of NewCo

At least three (3) Business Days prior to the Closing Date, NewCo shall be formed in accordance with the terms contained herein, and NewCo shall not be a flow through entity for Canadian tax purposes unless approved by the Purchaser.

4.3 Closing Sequence

On the Closing Date, Closing shall take place in the following sequence (the “Closing Sequence”):

(a) first, [redacted] shall assume the Transferred Obligations in consideration of the issuance by Rambler of the [redacted] Promissory Note to [redacted];

(b) second, [redacted] shall issue the $12M Promissory Note to [redacted] and deliver the Excluded Assets owned by [redacted] in consideration of the assignment and assumption of the Transferred Obligations, all pursuant to the Approval and Vesting Order, and [redacted] shall accept such assignment and assumption;

(c) third, [redacted] shall issue the $38M Promissory Note and a $A15 million unsecured note (“Interim Note”) and deliver the Excluded Assets owned by [redacted] to [redacted] in consideration of the assignment and assumption of the Excluded Liabilities, all pursuant to the Approval and Vesting Order, and [redacted] shall accept such assignment and assumption;

(d) fourth, the Companies shall cause the Articles of Reorganization to be filed, and the Articles of Reorganization so filed shall be deemed to be filed;

(e) fifth, all Claims and Encumbrances (except for Permitted Encumbrances) shall be expunged, discharged and released as against the Companies and the Retained Assets, other than the Retained Liabilities, in accordance with the Approval and Vesting Order;

(f) sixth, all existing common shares of the Companies, as well as any agreement, contract, plan, indenture, deed, certificate, subscription rights, conversion rights, pre-emptive rights,

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options (including stock option or share purchase or equivalent plans), warrants or other documents or instruments governing and/or having been created or granted in connection with the share capital of the Companies, including all Equity Interests, shall be deemed terminated and cancelled for no consideration in accordance with and pursuant to the Approval and Vesting Order, the Articles of Reorganization and section 186 of the Ontario Business Corporations Act and section 279 and section 314 of the Corporations Act (Newfoundland), as applicable;

(g) seventh, the Companies shall issue the Purchased Shares and the Purchaser shall subscribe for and purchase the Purchased Shares by directing the Monitor to apply the Cash Deposit and by paying the unpaid balance of the Stage One Purchase Price (i.e. less the Cash Deposit), to the Monitor, on behalf of the Companies; and

(h) eighth, the Companies shall cause the removal of the current directors and officers and the election and/or appointment of the directors and officers nominated by the Purchaser, the current directors and officers of the Companies will be deemed to be removed and the directors and officers nominated by the Purchaser shall be deemed to be elected or appointed, as the case may be;

(i) ninth, the Purchaser shall assume the Interim Note in consideration of the issuance by the Companies of the Purchaser Payment Note to the Purchaser, the Interim Note will be amended and restated as the Stage Two Secured Payment Note, and the Companies shall deliver the Security Agreements to the Monitor on behalf of NewCo, in support of the Stage Two Secured Payment Note; and

(j) tenth, 1948 shall repay the $12M Promissory Note and Rambler shall repay the $38M Promissory Note by directing the Monitor to apply and transfer the Stage One Purchase Price held by it on behalf of the Companies to Newco.

The Purchaser, with the prior consent of the Companies and the Monitor, acting reasonably, may amend the Closing Sequence provided that such amendment to the Closing Sequence does not materially alter or impact the Transactions or the consideration which the Companies and/or its applicable stakeholders will benefit from as part of the Transactions.

4.4 Delivery of the Monitor’s Certificate

Upon the satisfaction or waiver, as applicable, of the conditions set out in Article 6 hereof pursuant to this Subscription Agreement, the Company and the Purchaser shall deliver to the Monitor written confirmation that such conditions have been satisfied and/or waived, as applicable. Upon receipt of such written confirmation from the Companies and the Purchaser and the Stage One Purchase Price from the Purchaser, the Monitor shall issue and deliver a duly executed certificate in the form contemplated by the Approval and Vesting Order (the “Monitor’s Certificate”) to the Companies and the Purchaser confirming that the Monitor has received the Stage One Purchase Price and that conditions to Closing set out in this Subscription Agreement have been satisfied or waived by the Companies and the Purchaser, as applicable.

4.5 The Companies’ Closing Deliveries

On the Closing Date, the Companies shall deliver or cause to be delivered to the Purchaser, or the Purchaser’s solicitors, the following in form and substance satisfactory to the Purchaser, acting reasonably:

(a) the certificate referred to in Article 6.2(b);

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(b) an entered copy of the Approval and Vesting Order;

(d) one or more share certificates duly executed by [redacted], or other satisfactory evidence such as a notice of uncertified securities, representing, in aggregate, the [redacted] Shares registered in the name of the Purchaser and/or its nominee(s) as directed by the Purchaser;

(e) one or more share certificates duly executed by [redacted], or other satisfactory evidence such as a notice of uncertified securities, representing, in aggregate, the [redacted] Shares registered in the name of the Purchaser and/or its nominee(s) as directed by the Purchaser; and

(f) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the Transactions.

4.6 Purchaser’s Closing Deliveries

(a) On the Closing Date, the Purchaser shall deliver, or cause to be delivered, the balance of the Stage One Purchase Price (less the Cash Deposit) to the Monitor, on behalf of the Companies, pursuant to Article 2.2.

(b) On the Closing Date, the Purchaser shall deliver, or cause to be delivered, to the Companies the following in form and substance satisfactory to the Companies, each acting reasonably:

(i) such confirmations of the release of the Cash Deposit in accordance with the terms of this Subscription Agreement as may be requested by the Monitor;

(ii) the certificate referred to in Article 6.1(a) and (b);

(iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate Governmental Authority of its jurisdiction of incorporation; and

(iv) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Companies or the Monitor to complete the Transactions.

(c) On the Closing Date, the Purchaser and the Companies shall deliver, or cause to be delivered, to the Monitor, the (i) the Stage Two Secured Payment Note and (ii) the Security Agreement(s), including all deliveries set forth under the Stage Two Secured Payment Note and Security Agreement(s).

ARTICLE 5

ISSUES OF PURCHASER SHARES

5.1 Issues of Purchaser Shares

(a) Whenever the Purchaser is required to procure the issue of Purchaser Shares pursuant to this Subscription Agreement, on or before the relevant date of issue, the Purchaser must:

(i) procure the issue of the relevant Purchaser Shares, free of any Encumbrances;

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(ii) provide written evidence to the Monitor that the Purchaser has instructed its share registry to dispatch holding statements in respect of the relevant Purchaser Shares;

(iii) use reasonable endeavours to procure that the relevant Purchaser Shares are admitted to quotation on ASX including by providing ASX with an Appendix 2A and Appendix 3B in respect of such Purchaser Shares in accordance with the ASX Listing Rules; and

(iv) ensure that the relevant Purchaser Shares rank pari passu with all other Purchaser Shares on issue on and from the relevant date of issue.

(b) As soon as practicable after the issue of Purchaser Shares pursuant to this Subscription Agreement (and in any event within 5 Business Days) the Purchaser will provide ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Purchaser is unable to issue such a notice, lodge with ASIC a prospectus (within 15 Business Days) prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the relevant Purchaser Shares does not require disclosure to investors.

(c) If a notice delivered under Article 5(b) for any reason is not effective to ensure that an offer for sale of Purchaser Shares does not require disclosure to investors, the Purchaser must, no later than 15 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of Purchaser Shares does not require disclosure to investors.

ARTICLE 6

CONDITIONS PRECEDENT

6.1 Conditions for the Benefit of the Companies

The obligation of the Companies to complete the Transactions is subject to fulfilment of each of the following conditions on the date stated for fulfilment thereof, and if not so stated on or before the Closing Time, each of which is acknowledged to be for the exclusive benefit of the Companies and may be waived by the Companies in whole or in part:

(a) Representations and Warranties. The representations and warranties of the Purchaser in Article 3.2 shall be true and accurate in all material respects as at the Closing Time with the same force and effect as if made at and as of such time, and the Purchaser shall have executed and delivered a certificate by a senior officer to that effect;

(b) Fulfilment of Purchaser’s Covenants. All of the terms, covenants and conditions of this Subscription Agreement to be complied with or performed by the Purchaser at or before the Closing Time shall have been complied with or performed in all material respects and the Purchaser shall not be in material breach of any agreement or covenant on its part contained in this Subscription Agreement, and the Purchaser shall have executed and delivered a certificate by a senior officer to that effect;

(c) Delivery. The Purchaser and/or its nominee(s) shall have paid, in aggregate, the Stage One Purchase Price, and the Purchaser shall have delivered the documents and other items referred to in Article 4.6.

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6.2 Conditions for the Benefit of the Purchaser

The obligation of the Purchaser to complete the Transactions is subject to fulfilment of each of the following conditions on or before the Closing Time, each of which is included for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part:

(a) Representations and Warranties. The representations and warranties of the Companies contained in Article 3.1 shall be true and correct on and as of the Closing Date, as if made on and as of such date (except for representations and warranties made as of specified date, the accuracy of which shall be determined as of such specified date), except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect;

(b) Fulfilment of the Companies' Covenants. All of the terms, covenants and conditions of this Subscription Agreement to be complied with or performed by the Companies at or before the Closing Time shall have been complied with or performed in all material respects and the Companies shall not be in material breach of any agreement or covenant on its part contained in this Subscription Agreement that causes a Material Adverse Effect, and each Company shall have executed and delivered a certificate by a senior officer to that effect;

(c) Terminated Employees. The Company shall have terminated the employment of the Terminated Employees, as directed by the Purchaser pursuant to Article 9. If after best efforts such employees cannot be terminated, the employment contracts of such Terminated Employee shall have been determined to be an Excluded Contract, and in either case, all liabilities and obligations under statute, contract, common law, civil law or otherwise to any such Terminated Employees in respect of their employment with a member (or members) of the Companies or their Affiliates and/or the termination thereof, including but not limited to all amounts owing on account of statutory notice, termination payments, severance pay, vacation pay, wages, benefits, incentive compensation, commissions, bonuses or other compensation or entitlements, shall be Excluded Liabilities which, pursuant to the Approval and Vesting Order and the Closing Sequence, shall be discharged as against the applicable Company or Companies and transferred to Newco;

(d) Delivery. The Companies shall have delivered the documents and other items referred to in Article 4.5;

(e) Capital Raise. Completion of the Capital Raise; and

(f) Shareholder Approval. The Purchaser shall have received the necessary shareholder approvals ("Shareholder Approval") to issue securities pursuant to the Capital Raise and consummate the Transaction prior to the Outside Date, including pursuant to ASX Listing Rule 7.1.

6.3 Mutual Conditions for the Benefit of the Companies and the Purchaser

The obligation of each of the Companies and the Purchaser to complete the Transactions is subject to the fulfillment of each of the following conditions or before the Closing Time, each of which is included for the benefit of the Companies and the Purchaser and may be waived in whole or in part upon the mutual agreement of the Parties:

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(a) Actions or Proceedings. No Law or Order shall have been enacted or issued and no action or proceeding shall have been commenced or threatened to enjoin, restrict or prohibit the Transactions contemplated hereby;

(b) Approval and Vesting Order. (i) The Approval and Vesting Order shall have been issued and entered; and (ii) all rights to appeal such Approval and Vesting Order shall have expired or lapsed or been fully and finally dismissed; provided the Purchaser hereby agrees to waive the condition in (ii) in respect of any appeals that are immaterial and/or without merit in the respective views of each Party, acting reasonably. For certainty, the Approval and Vesting Order shall be in substantially the form attached as Schedule “A” hereto, or in such other form as may be agreed to by the Parties in writing, and shall provide for, among other things, the matters set forth in the definition of “Approval and Vesting Order” set forth herein, unless otherwise mutually agreed by the Parties in writing;

(c) Certificates of Compliance. DNR shall have issued one or more Certificates of Compliance with respect to the Mining and Surface Leases, certifying the Companies, as applicable, as the holder of all of the Mining and Surface Leases and material compliance with the terms thereof; and

(d) Outside Date. The Closing Date shall occur on or before October 25, 2023, (or as otherwise extended by the mutual agreement of the Parties, the “Outside Date”).

6.4 Non-Satisfaction of Conditions

If any condition set out in Article 6.1, 6.2 or 6.3 is not satisfied or performed prior to the Outside Date, the Party for whose benefit the condition is inserted may:

(a) in writing, waive compliance with the condition in whole or in part in its sole discretion by notice to the other Parties and without prejudice to any of its rights of termination in the event of non-fulfilment of any other condition in whole or in part; or

(b) elect to terminate this Subscription Agreement, in which case none of the Parties shall not be under any further obligation to the others to complete the Transactions, except that if this Subscription Agreement is terminated by a Party because of a breach of this Subscription Agreement by another Party or because a condition for the benefit of the terminating Party has not been satisfied because another Party has failed to perform any of its obligations or covenants under this Subscription Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 7

COVENANTS OF THE PARTIES

7.1 Payments in Respect of Excluded Assets

If at any time after Closing, any Company, the Purchaser or any of their respective Affiliates receives a payment or other consideration in respect of or relating to an Excluded Asset (including a Tax Refund), the recipient of such payment or other consideration shall promptly notify the Monitor and promptly pay and transfer such payment or other consideration to the Monitor, on behalf of [redacted]. Any such payments will be considered an increase to the Purchase Price and deemed to be paid by the Companies as part of the Closing Sequence. From and after Closing, the Companies and the Purchaser shall provide reasonable

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cooperation to [redacted] and the Monitor to enable [redacted] and the Monitor to obtain the benefit of any Excluded Asset.

7.2 Access to Books and Records

Following the Closing, the Companies shall make all Books and Records of the Companies reasonably available to the Monitor and any trustee in bankruptcy of the Companies or NewCo upon at least five (5) Business Days prior notice, for a period of seven (7) years after Closing, and shall, at such Party’s expense, permit any of the foregoing Persons to take copies thereof as they may determine to be necessary or useful to accomplish their respective roles; provided that the Purchaser shall not be obligated to make such Books and Records available to the extent that doing so would: (i) violate applicable Law; (ii) jeopardize the protection of a solicitor client privilege; or (iii) unreasonably interfere with the ongoing business and operations of the Companies and their Affiliates, as determined by the members of the Companies, acting reasonably.

7.3 Retained Insurance Policies

From and after Closing, the Companies shall, with reasonable diligence, do all such things and provide all such reasonable assistance as may be required for any of the current or former directors or officers of the Companies to access coverage under any insurance policies maintained by the Companies as at the Closing Date (including run-off or tail insurance) that such directors or officers may be entitled to under the terms of such insurance policies, and such directors and officers shall be entitled to rely on and enforce this Article. For greater certainty, the Companies shall not be required to pay any amounts to maintain any such insurance policies after Closing; provided that the Company shall not cancel, reduce or limit the scope or coverage of any such insurance policies in any manner.

7.4 Motions and Approval and Vesting Order Generally

The Companies and the Purchaser shall cooperate in filing the motions and obtaining the Approval and Vesting Order contemplated in this Subscription Agreement, and obtaining entry of such Approval and Vesting Order, and the Companies shall deliver to the Purchaser’s counsel prior to filing, and as early in advance as is reasonably practicable, copies of all material Court documents to be filed by the Companies in connection with such motions and Approval and Vesting Order.

7.5 Covenants of the Companies Interim Period Actions

(a) From the date of this Subscription Agreement until the Closing (the “Interim Period”), the Companies shall give, or cause to be given, to the Purchaser and its Representatives reasonable access during normal business hours to the Retained Assets to conduct such non-intrusive and non-destructive investigations of the financial and legal condition of the Business and the Retained Assets as the Purchaser reasonably deems reasonably necessary or desirable to further familiarize itself with the Business and the Retained Assets. Without limiting the generality of the foregoing: (a) the Purchaser and its Representatives shall be permitted reasonable access during normal business hours to all documents relating to information scheduled or required to be disclosed under this Subscription Agreement and to the employees of the Business; and (b) subject to the ongoing reasonable oversight and participation of the Companies and the Monitor, and with prior notice to the Monitor, the Purchaser and its Representatives shall be permitted to contact and discuss the Transactions with Governmental Authorities and each Company’s customers and contractual counterparties. Such investigations shall be carried out at the Purchaser’s sole and exclusive risk and cost and without undue interference with the Companies’ operations and

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the Companies shall co-operate reasonably in facilitating such investigations and shall furnish copies of all such documents and materials relating to such matters as may be reasonably requested by or on behalf of the Purchaser.

(b) Subject to the Orders and the discretion of the Court, the Companies shall ensure that its Representatives and the Monitor are aware of the provisions of this Article 7.5, and any violation of or the taking of any action which is inconsistent with any of the restrictions set forth in this Article 7.5 by any Representative or the Monitor shall be deemed to constitute a breach of this Article 7.5 by its Representatives or the Monitor, as applicable.

7.6 Covenants of the Purchaser re Shareholder Approval and Capital Raise

(a) As promptly as reasonably practicable following the execution of this Subscription Agreement, Purchaser shall, prepare the notice of meeting required by it in order to seek Shareholder Approval, and prepare a prospectus if applicable, in connection with the Capital Raise (which prospectus may, for the avoidance of doubt, contemporaneously satisfy the Purchaser’s obligations in respect of the Stage One Purchaser Shares for the purpose of Article 5.1(b)).

(b) Subject to Article 7.6(c), Purchaser shall: (i) no later than September 5, 2023 provide and file the requisite notice of shareholder meeting with the ASIC; (ii) no later than September 15, 2023, dispatch its notice of shareholder meeting in respect of the Shareholder Approval and call for the shareholder meeting to occur on or before October 16, 2023, and (iii) on or before September 8, 2023, lodge with the ASIC the prospectus in respect of the Capital Raise.

(c) The Companies agree to act reasonably in considering any necessary extensions to the dates specified in Article 7.6(b) to the extent of any minor or inconsequential delays, or delays beyond the reasonable control of the Purchaser.

(d) Purchaser shall solicit proxies in respect of the Shareholder Approval to be voted in favour of the Shareholder Approval. Purchaser shall provide the Companies with reasonable updates as it relates to the proxies received in respect of the Shareholder Approval, when and as requested.

(e) Purchaser will procure agreement from its directors that its directors unanimously recommend that shareholders approve the approvals that are the subject of Article 6.2(f) and vote any shares they own or control in favor of such approvals.

ARTICLE 8

TAX MATTERS

8.1 Tax Matters

(a) The Purchaser and the Companies agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Shares and the Retained Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution of any suit or other proceedings relating to Tax matters, for the answer to any governmental or regulatory inquiry relating to Tax matters, or for any other

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filing required relating to Tax matters, including any filings required under section 116 of the Tax Act. The Purchaser and the Companies also agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Companies, the Purchased Shares and the Retained Liabilities as is reasonably necessary for the Purchaser to acquire them in a tax efficient manner for the Companies.

(b) The Purchaser and the Companies shall each be responsible for the preparation of their own statements required to be filed under the Tax Act and the ETA and other similar forms and returns in accordance with applicable Law.

ARTICLE 9

EMPLOYEE MATTERS

9.1 Employee Matters

(a) Purchaser agrees that, in the event it determines to negotiate new employment agreements with any retained Employee, such agreement shall be on substantially the same terms and conditions as the current employment agreements with such Employee.

(b) By no later than five (5) Business Days prior to Closing, the Purchaser shall provide to the Companies a list in writing of the Executive Employee (as determined by the Purchaser in its absolute discretion) and the Companies, shall prior to Closing, make best efforts to terminate such Executive Employees.

(c) In the event that the Companies are unable to terminate the Executive Employees, the applicable Employment Agreement with such Executive Employee shall be an Excluded Contract.

(d) Purchaser shall not direct the Companies to terminate an Employee who is not an Executive Employee, and shall not seek to include an employment Agreement for Employee who is not an Executive Employee as an Excluded Contract, other than as agreed in writing between the Companies, the Monitor and the Purchaser.

(e) For certainty, the applicable Company (or Companies) are responsible for terminating the employment of the Terminated Employees and all liabilities and obligations under statute, contract, common law, civil law, or otherwise regarding such employees in respect of their employment and/or the termination thereof (or inclusion of such Employment Agreement as an Excluded Contract and the vesting of same into NewCo) shall be Excluded Liabilities which, pursuant to the Approval and Vesting Order and the Closing Sequence, shall be discharged as against the applicable Company (or Companies) and transferred to Newco.

(f) The Parties agree that the Transaction constitutes a "business transaction" within the meaning of Privacy Laws and applicable Law relating to privacy. Prior to the completion of the Transaction, the Purchaser agrees that it shall collect, use and disclose the Transferred Information only for the purposes of reviewing, determining to proceed with and completing the Transaction, and only collect, use and disclose such information to the extent necessary to meet such purpose and as authorized or permitted by Privacy Laws and applicable Law. After the completion of the Transaction, the Purchaser agrees to use and disclose such Transferred Information provided to it in accordance with all applicable Law and for only those purposes for which such information was collected from or in respect of the relevant employee, unless:

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(i) the Companies or the Purchaser has provided the employee with prior notification of an additional purpose for which the information will be used and, where required by applicable Law, has obtained the employee's consent; or

(ii) such additional use or disclosure of the information is permitted or authorized by Privacy Laws or applicable Law without notice to or consent from the employee.

(g) After completion of the Transaction, the Purchaser shall, where required by Privacy Laws or applicable Law, promptly notify the individuals to whom the Transferred Information relates that the Transaction has taken place and that the Transferred Information has been disclosed to the Purchaser. If the Transaction is not completed, the Purchaser shall, at the option of the Companies, return or destroy the Transferred Information.

ARTICLE 10

INSOLVENCY PROVISIONS

10.1 Court Orders and Related Matters

(a) From and after the date of this Subscription Agreement and until the Closing Date, the Companies shall deliver to the Purchaser drafts of any and all pleadings, motions, notices, statements, applications, schedules, and other papers to be filed or submitted by the Companies in connection with or related to this Subscription Agreement, including with respect to the Approval and Vesting Order, for the Purchaser’s prior review in advance of service and filing of such materials (with as much opportunity for review and comment as is commercially practicable in the circumstances). The Companies acknowledge and agree that it shall make commercially reasonable efforts: (i) such that any such pleadings, motions, notices, statements, applications, schedules, or other papers shall be in form and substance satisfactory to the Purchaser, acting reasonably; and (ii) to consult and cooperate with the Purchaser regarding any discovery, examinations and hearing in respect of any of the foregoing, including the submission of any evidence, including witnesses testimony, in connection with such hearing.

(b) Notice of the motions seeking the issuance of the Approval and Vesting Order shall be served or be caused to be served by the Companies on all Persons required to receive notice under applicable Law and the requirements of the CCAA, the Court, and any other Person determined necessary by the Companies or the Purchaser, acting reasonably.

(c) If the Approval and Vesting Order relating to this Subscription Agreement is appealed or a motion for leave to appeal, rehearing, re-argument or reconsideration is filed with respect thereto, the Companies agree (subject to the available liquidity of the Companies) to take all action as may be commercially reasonable and appropriate to defend against such appeal, petition or motion.

(d) The Companies acknowledge and agree, that the Approval and Vesting Order shall provide that, on the Closing Date and concurrently with the Closing, the Purchased Shares shall be transferred to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances.

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ARTICLE 11
TERMINATION

11.1 Termination

This Subscription Agreement may be terminated at any time prior to Closing as follows:

(a) by mutual written consent of the Companies and the Purchaser;

(b) by the Purchaser or the Companies, if Closing has not occurred on or before Outside Date, provided that the terminating Party is not in breach of any representation, warranty, covenant or other agreement in this Subscription Agreement which would prevent the satisfaction of the conditions in Article 3 by the Outside Date;

(c) by the Purchaser or the Companies, if at any time after the date hereof any of the conditions in Article 5 is not capable of being satisfied by the applicable dates required in Article 5 of this Subscription Agreement or if not otherwise required, by the Outside Date, provided that the terminating Party is not in breach of any representation, warranty, covenant or other agreement in this Subscription Agreement which would prevent the satisfaction of the conditions in Article 3;

(d) by the Purchaser or the Companies, upon the termination, dismissal or conversion of the CCAA Proceedings;

(e) by the Purchaser or the Companies, upon dismissal of the motion for the Approval and Vesting Order (or if any such Order is stayed, vacated or varied without the consent of the Purchaser);

(f) by the Purchaser or the Companies, if a court of competent jurisdiction, including the Court, or other Governmental Authority has issued an Order or taken any other action to restrain, enjoin or otherwise prohibit the consummation of Closing;

(g) by the Companies, if there has been a material violation or breach by the Purchaser of any covenant, representation or warranty which would prevent the satisfaction of the conditions set forth in Article 6.2 or Article 6.3, as applicable, by the Outside Date and such violation or breach has not been waived by the Companies or cured within ten (10) Business Days after written notice thereof from the Companies, unless the Companies are in material breach of their obligations under this Subscription Agreement which would prevent the satisfaction of the conditions set forth in Article 6.2 or Article 6.3, as applicable, by the Outside Date; and

(h) by the Purchaser, upon the occurrence of a Material Adverse Effect;

(i) by the Purchaser, if there has been a material violation or breach by the Companies of any covenant, representation or warranty which would prevent the satisfaction of the conditions set forth in Article 6.1 or Article 6.3, as applicable, by the Outside Date and such violation or breach has not been waived by the Purchaser or cured within ten (10) Business Days after written notice thereof from the Purchaser, unless the Purchaser is in material breach of its obligations under this Subscription Agreement which would prevent the satisfaction of the conditions set forth in Article 6.1 or Article 6.3, as applicable, by the Outside Date.

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The Party desiring to terminate this Subscription Agreement pursuant to this Article 11 (other than pursuant to Article 10(a)) shall give written notice of such termination to the other Party or Parties, as applicable, specifying in reasonable detail the basis for such Party’s exercise of its termination rights.

11.2 Effect of Termination

In the event of termination of this Subscription Agreement, this Subscription Agreement shall become void and of no further force or effect without liability of any Party to any other Party to this Subscription Agreement except that: (i) Article 2.6, this Article 11.2, Article 12.19, Article 12.2, Article 12.6, Article 12.12, Article 12.9, Article 12.7, Article 12.18, and Article 12.20 shall survive; and (ii) no termination of this Subscription Agreement shall relieve any Party of any liability for any willful breach by it of this Subscription Agreement, or impair the right of any Party to compel specific performance by any other Party of its obligations under this Subscription Agreement.

ARTICLE 12

GENERAL

12.1 Tax Returns

The Purchaser shall: (a) prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all Tax periods ending on or prior to the Closing Date and for which Tax Returns have not been filed as of such date; and (b) cause the Companies to duly and timely make or prepare all Tax Returns required to be made or prepared by them to duly and timely file all Tax Returns required to be filed by them for periods beginning before and ending after the Closing Date.

12.2 Public Announcements

(a) The Companies shall be entitled to disclose this Subscription Agreement to the Court and parties in interest in the CCAA Proceedings and issue a press release, which press release shall be acceptable to the Purchaser, acting reasonably, announcing the execution of this Subscription Agreement and, if applicable, the approval by the Court of this Subscription Agreement pursuant to the Approval and Vesting Order. In addition, this Subscription Agreement may be posted on the Monitor’s website maintained in connection with the CCAA Proceedings. The Purchaser agrees that: (i) the Monitor may prepare and file reports and other documents with the Court containing references to the transactions contemplated by this Subscription Agreement and the terms of the Transactions; and (ii) the Companies, Purchaser and their respective professional advisors may prepare and file such motions, affidavits, materials, reports and other documents with the Court containing references to the Transactions and its terms as may reasonably be necessary to complete the Transactions or to comply with their obligations in connection therewith.

(b) The Companies acknowledge and agree that the Purchaser is an ASX-listed entity with continuous disclosure obligations pursuant to the ASX Listing Rules and the Corporations Act and consent to the Purchaser making a public announcement in respect of the transactions contemplated by this Subscription Agreement as required by the ASX Listing Rules and the Corporations Act. The Purchaser shall use commercially reasonable efforts to give prior oral or written notice to the Companies to the extent legally permissible and reasonably practicable, in order for the Companies to provide comments in respect thereof, and make commercially reasonable efforts to accommodate the requirements of the Companies therein.

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12.3 Injunctive Relief

(c) The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Subscription Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek specific performance, injunctive and other equitable relief to prevent breaches or threatened breaches of this Subscription Agreement, and to enforce compliance with the terms of this Subscription Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such specific performance, injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

(d) Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the Parties further agree that by seeking the remedies provided for in this Article 12.3, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Subscription Agreement.

(e) Notwithstanding anything herein to the contrary herein, under no circumstances shall a Party be permitted or entitled to receive both monetary damages and specific performance and election to pursue one shall be deemed to be an irrevocable waiver of the other.

12.4 Release by the Purchaser

Except in connection with any obligations of the Companies or the Monitor contained in this Subscription Agreement and any documents entered into pursuant to this Subscription Agreement, effective as of the Closing, the Purchaser and its Affiliates hereby releases and forever discharges the Companies, the Monitor, NewCo and their respective Affiliates, and each of their respective successors and assigns, and all present and former officers, directors, partners, members, shareholders, limited partners, employees, agents, financial and legal advisors of each of them, from any and all actual or potential Released Claims which such Person had, has or may have in the future to the extent relating to the Business, , the Purchased Shares or the Retained Liabilities, save and except for Released Claims arising out of fraud, willful misconduct, intentional misrepresentation, bad faith or illegal acts (unless such Person believed in good faith that its conduct was legal).

12.5 Release by the Companies

Except in connection with any obligations of the Purchaser and the Monitor contained in this Subscription Agreement and any documents entered into pursuant to this Subscription Agreement, effective as of the Closing, the Companies and their Affiliates hereby releases and forever discharges the Purchaser, , the Monitor, and their respective Affiliates, and each of their respective successors and assigns, and all present and former officers, directors, partners, members, shareholders, limited partners, employees, agents, financial and legal advisors of each of them, from any and all actual or potential Released Claims which such Person had, has or may have in the future to the extent relating to the Business, NewCo, the Purchased Shares, Excluded Assets, Excluded Liabilities or the Retained Liabilities, save and except for Released Claims arising out of fraud, bad faith or illegal acts (unless such Person believed in good faith that its conduct was legal).

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12.6 Non-Recourse

No past, present or future director, officer, employee, incorporator, member, partner, securityholder, Affiliate, agent, lawyer or Representative of the respective Parties, in such capacity, shall have any liability for any obligations or liabilities of the Purchaser or the Companies, as applicable, under this Subscription Agreement, or for any Cause of Action based on, in respect of or by reason of the Transactions.

12.7 Monitor's Capacity

The Purchaser acknowledges and agrees that the Monitor, acting in its capacity as the Monitor in the CCAA Proceedings, will have no liability whatsoever in connection with this Subscription Agreement or the Transactions, whether in its capacity as Monitor, in its personal capacity or otherwise, provided that nothing shall release the Monitor from any claims arising from willful misconduct and fraud, and that the representations, covenants, obligations and agreements of the Companies pursuant to this Subscription Agreement and any related or ancillary document shall be those of the Companies exclusively and shall not constitute, or be deemed to constitute, representations, covenants, obligations or agreements of the Monitor. Nothing herein shall alter or derogate from the protections in favour of the Monitor pursuant to the ARIO, any other Order or the CCAA.

12.8 Expenses

Except if otherwise agreed upon amongst the Parties, each Party shall be responsible for its own costs and expenses (including any Taxes imposed on such expenses) incurred in connection with the negotiation, preparation, execution, delivery and performance of this Subscription Agreement and the Transactions (including the fees and disbursements of legal counsel, bankers, agents, investment bankers, accountants, brokers and other advisers).

12.9 Notices

(a) Any notice, direction, approval, consent or other communication given regarding the matters contemplated by this Subscription Agreement (each a "Notice") shall be in writing and shall be sufficiently given if delivered by courier service, personal delivery or electronic mail:

To the Companies:

With copies to (which will not constitute notice):

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With further copies to (which will not constitute notice):

(b) Deemed Delivery of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing, provided that such day in either event is a Business Day and the communication is so delivered, e-mailed or sent before 5:00 p.m. local time on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day.

(c) Change of Address. Any Party may from time to time change its address under this Article 12.9 by notice to the other Parties given in the manner provided by this Article 12.9.

12.10 Time of Essence

Time shall be of the essence of this Subscription Agreement in all respects.

12.11 Successors and Assigns

This Subscription Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns.

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12.12 Assignment

Neither the Companies nor the Purchaser may assign any of its rights or delegate any of its obligations under this Subscription Agreement without the prior written consent of the other Parties. Prior to Closing, the Purchaser may assign, upon written notice to the Companies, all or any portion of its rights and obligations under this Subscription Agreement to an Affiliate provided that such Affiliate is capable of making the same representations and warranties herein and completing the Transactions by the Outside Date, provided that the Companies shall still be indirectly or directly wholly held by the Purchaser and provided the Purchaser shall provide a parent guarantee or such other assurances of the performance of the obligations of such assignee as may be required by the Companies. Any purported assignment or delegation in violation of this Article 12.12 is null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.

12.13 Waiver and Amendment

Except as expressly provided in this Subscription Agreement, no amendment or waiver of this Subscription Agreement shall be binding unless: (a) executed in writing by the Companies and the Purchaser (including by way of email); and (b) the Monitor shall have provided its prior consent. No waiver of any provision of this Subscription Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Subscription Agreement constitute a continuing waiver unless otherwise expressly provided.

12.14 Survival

All representations, warranties, covenants and agreements of the Companies or the Purchaser made in this Subscription Agreement or any other agreement, certificate or instrument delivered pursuant to this Subscription Agreement shall not survive the Closing except where, and only to the extent that, the terms of any such covenant or agreement expressly provide for rights, duties or obligations extending after the Closing, or as otherwise expressly provided in this Subscription Agreement.

12.15 Further Assurances

The Companies on the one hand, and the Purchaser on the other hand, shall, at the sole expense of the requesting Party, from time to time, whether before or after the Closing, promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Subscription Agreement that the other Parties may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Subscription Agreement or any provision thereof.

12.16 Severability

If any covenant or other provision of this Subscription Agreement is invalid, illegal or incapable of being enforced by reason of any rule of Law or public policy, then such covenant or other provision will be severed from and will not affect any other provision of this Subscription Agreement and this Subscription Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Subscription Agreement. All other covenants and provisions of this Subscription Agreement will, nevertheless, remain in full force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.

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12.17 Specific Performance

Each Party acknowledges and agrees that each other Party and its estate would be damaged irreparably in the event a Party does not perform its respective obligations under this Subscription Agreement in accordance with its specific terms or otherwise breach this Subscription Agreement, so that, in addition to any other remedy that a Party may have under law or equity, each Party shall be entitled, without the requirement of posting a bond or other security, to injunctive relief to prevent any breaches of the provisions of this Subscription Agreement and to enforce specifically this Subscription Agreement and the terms and provisions thereof.

12.18 Governing Law

This Subscription Agreement, the rights and obligations of the Parties hereunder, and any Claim based upon or arising out of this Subscription Agreement or the Transactions (or any part thereof) shall be governed by and interpreted and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein (including the CCAA), without regard to the conflicts of law principles thereof. The Parties consent to the jurisdiction and venue of the Supreme Court of Newfoundland and Labrador for the resolution of any such disputes arising under this Subscription Agreement.

12.19 Attornment

Each Party agrees: (a) that any Legal Proceeding relating to this Subscription Agreement shall be brought in the Court, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of the Court; (b) that it irrevocably waives any right to, and shall not, oppose any such Legal Proceeding in the Court on any jurisdictional basis, including forum non conveniens; and (c) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from the Court as contemplated by this Article 12.19. Each Party agrees that service of process on such Party as provided in this Article 12.19 shall be deemed effective service of process on such Party.

12.20 No Liability; Monitor Holding or Disposing Funds

The Purchaser and the Companies acknowledge and agree that the Monitor, acting in its capacity as the Monitor of the Companies in the CCAA Proceedings, and the Monitor's Affiliates and their respective former and current directors, officers, employees, agents, advisors, lawyers and successors and assigns will have no Liability under or in connection with this Subscription Agreement whatsoever including, without limitation, in connection with the receipt, holding or distribution of the Purchase Price (including the Cash Deposit) or any portion of any of the foregoing, whether in its capacity as Monitor, in its personal capacity or otherwise. If, at any time, there shall exist, in the sole and absolute discretion of the Monitor, any dispute between the Companies on the one hand, and the Purchaser on the other hand, with respect to the holding or disposition of any portion of the Purchase Price (including the Cash Deposit) or any other obligation of the Monitor hereunder in respect of the Purchase Price (including the Cash Deposit), or if at any time the Monitor is unable to determine the proper disposition of any portion of the Purchase Price (including the Cash Deposit) or its proper actions with respect to its obligations hereunder in respect of the Purchase Price (including the Cash Deposit), then the Monitor may (i) make a motion to the Court for direction with respect to such dispute or uncertainty and, to the extent required by law or otherwise at the sole and absolute discretion of the Monitor, pay the Purchase Price (including the Cash Deposit) or any portion of any of the foregoing into the Court for holding and disposition in accordance with the instructions of the Court, or (ii) hold the Purchase Price (including the Cash Deposit) or any portion thereof and not make any disbursement thereof until: (a) the Monitor receives a written direction signed by both the Companies and the Purchaser directing the Monitor to disburse, as the case may be, the Purchase Price (including the Cash Deposit) or

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any portion of any of the foregoing in the manner provided for in such direction, or (b) the Monitor receives an Order from the Court, which is not stayed or subject to appeal and for which the applicable appeal period has expired, instructing it to disburse, as the case may be, the Purchase Price (including the Cash Deposit) or any portion of any of the foregoing in the manner provided for in the Order.

12.21 Third Party Beneficiaries

Except with respect to: (i) the Monitor as expressly set forth in this Subscription Agreement (including Article 12.20), and (ii) as relates to all rights, covenants, obligations and benefits in favour of the Company under this Subscription Agreement that survive Closing and are transferred to as an Excluded Asset at the Closing, this Subscription Agreement is for the sole benefit of the Parties, and nothing in this Subscription Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Subscription Agreement.

12.22 Counterparts

This Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Subscription Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Parties by e-mail in pdf format or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Subscription Agreement to the receiving Party.

12.23 Language

Les Parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais. The Parties have expressly required that this Subscription Agreement and all documents and notices relating hereto be drafted in English.

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DocuSign Envelope ID: 5C95E58E-C00C-49CC-8D85-E64516B5DD5F

IN WITNESS WHEREOF the Parties have executed this Subscription Agreement as of the date first above written.

Per:

Name:

Title:

IN WITNESS WHEREOF the Parties have executed this Subscription Agreement as of the date first above written.

Per:

Name:

Title:

Per:

(Signature Page – Second Amended & Restated Share Subscription Agreement)

SCHEDULE “A”

FORM OF APPROVAL AND VESTING ORDER

2023 01G 0841

IN THE SUPREME COURT OF NEWFOUNDLAND AND LABRADOR

IN BANKRUPTCY AND INSOLVENCY

IN THE MATTER OF an application of Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc.

AND IN THE MATTER OF the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended ("CCAA")

APPROVAL AND REVERSE VESTING ORDER

UPON IT APPEARING THAT Rambler Metals and Mining Canada Limited ("Rambler Canada") and 1948565 Ontario Inc. ("1948") (together, the "Rambler Group") have applied pursuant to the CCAA for an order:

approving the Subscription Agreement (the "Subscription Agreement") entered into between the Rambler Group, as vendor, the successful bidder, as purchaser (the "Successful Bidder") and a company to be incorporated ("Newco"), dated the __ day of __, 2023, as well as the Transactions, as defined in the Subscription Agreement (the "Transactions");
adding Newco (hereinafter referred to as "ResidualCo") as an applicant to these proceedings (the "CCAA Proceedings");
vesting out of the Rambler Group all Excluded Assets, Excluded Contracts, and Excluded Liabilities as defined in the Subscription Agreement;
discharging Encumbrances against the Rambler Group and against the Retained Assets, Retained Contracts, and Retained Liabilities;
authorizing and directing the Monitor, with the assistance of the Rambler Group to complete the Reorganization;

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authorizing and directing the Rambler Group to issue the Purchased Shares, and vesting in the Successful Bidder all right, title and interest in and to the Purchased Shares, free and clear of any Encumbrances (as defined below); and
amending the FARIO to extend the stay of proceedings until [date];

AND UPON READING the materials filed by the Rambler Group, including the affidavit of Toby Bradbury sworn February 22, 2023 (the “Bradbury Affidavit”), and by the Monitor, including the Monitor’s Sixth Report, dated [date] and the Confidential Supplement to the Monitor’s Sixth Report (the “Confidential Supplement”), and on being advised that the senior secured creditors who are likely to be affected by this Order were given notice as evidenced by the affidavit of service of Joe Thorne, dated [date];

AND UPON HEARING the submissions of Joe Thorne, counsel for the Rambler Group, Alex MacFarlane, counsel for the Monitor, Kathryn Esaw, counsel for the Successful Bidder, and other counsel as they may appear, no one else appearing for any party although duly served as outlined in the affidavit of service of Joe Thorne, dated [date];

SERVICE

THIS COURT ORDERS that the time for service of the Notice of Application is hereby abridged and validated so that this Application is properly returnable today and hereby dispenses with further service thereof.

DEFINITIONS

THIS COURT ORDERS that, unless otherwise indicated or defined herein, capitalized terms used in this Order shall have the meanings given to them in the Subscription Agreement, the Initial Order, the FARIO, or the Bradbury Affidavit.

STAY PERIOD

THIS COURT ORDERS that the Stay Period, as defined in the FARIO dated May 16, 2023 is hereby extended until [date].

APPROVAL AND VESTING

THIS COURT ORDERS AND DECLARES that the Subscription Agreement and the Transactions are hereby approved and the execution of the Subscription Agreement by the Rambler Group is hereby authorized and approved, with such minor amendments as the Rambler Group and/or Successful Bidder may deem necessary or otherwise agree to, with the approval of the Monitor. The Rambler Group is hereby authorized and directed to perform its obligations under the Subscription Agreement and to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transactions, including the filing of the completion of Reorganization, the issuance of the Purchased Shares to the Successful Bidder, and any such additional documents contemplated in the Subscription Agreement.
THIS COURT ORDERS AND DECLARES that notwithstanding any provision hereof, the closing of the Transactions shall be deemed to occur in the manner, order and sequence set out in the Subscription Agreement, with such alterations, changes or amendments as may be agreed to by the Rambler Group and Successful Bidder, with the consent of the Monitor, provided that such alterations, changes or amendments do not materially alter or impact the Transactions or

the consideration which the Rambler Group and/or its applicable stakeholders will benefit from as part of the Transactions.

THIS COURT ORDERS AND DECLARES that this Order shall constitute the only authorization required by the Monitor and the Rambler Group to proceed with the Transactions and that no shareholder or other approval shall be required in connection therewith.

7(A). THIS COURT ORDERS AND DECLARES that, at the time of the delivery of the Monitor's certificate (the "Monitor's Certificate") to the Rambler Group and the Successful Bidder (the "Effective Time"), substantially in the form attached as Schedule "A" hereto, the following shall occur and shall be deemed to have occurred at the Effective Time, all in accordance with the Subscription Agreement and the steps contemplated thereunder:

(a) the Rambler Group shall be released from all amounts and obligations owing by the Rambler Group under the DIP Financing Agreement including the principal amount of indebtedness outstanding thereunder and interest accrued thereon as of the Closing Date, plus any other fees owing by the Borrowers under the DIP Financing Agreement.

(b) the Rambler Group shall be deemed to have transferred to ResidualCo the Excluded Assets, Excluded Contracts, and Excluded Liabilities in consideration of the Purchase Price;

(c) all existing shares as well as any agreement, contract, plan, indenture, deed, certificate, subscription rights, conversion rights, pre-emptive rights, options (including stock option or share purchase or equivalent plans), or other documents or instruments governing and/or having been created or granted in connection with the share capital of the Rambler Group, except the Purchased Shares shall be deemed terminated and cancelled for no consideration; and

(d) all of the right, title and interest in and to the Purchased Shares issued by the Rambler Group to the Successful Bidder shall vest absolutely in the Successful Bidder, and the Retained Assets will be retained by the Rambler Group, in each case free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens (maritime or otherwise), executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Initial Order, the FARIO, or any other Order of the Court; (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Newfoundland and Labrador), or any other personal property registry system or pursuant to the Registration of Deeds Act, 2009 (Newfoundland and Labrador) or

the Mineral Act (Newfoundland and Labrador) (all of which are collectively referred to as the "Encumbrances"), and, for greater certainty, all of the Encumbrances affecting or relating to the Purchased Shares and/or the Retained Assets are hereby expunged and discharged as against the Purchased Shares and Retained Assets, as applicable.

7(B). THIS COURT ORDERS AND DIRECTS for greater certainty, and without limiting the generality of the foregoing that nothing contained herein shall be deemed to be a release of any obligation of the Rambler Group in relation to:

(i) the Retained Assets, Retained Contracts, and Retained Liabilities arising (i) under any applicable legislation, including without limitation, the Mineral Act (Newfoundland and Labrador) or the Mining Act (Newfoundland and Labrador); or (ii) pursuant to the terms and conditions contained therein;

(ii) any financial assurance provided by the Rambler Group in relation to any rehabilitation and closure plan; or

(iii) any environmental liabilities arising either before or after the Closing Date.

THIS COURT ORDERS AND DIRECTS the Monitor to file with the Court a copy of the Monitor's Certificate, forthwith after delivery thereof in connection with the Transactions.

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THIS COURT ORDERS that the Monitor may rely on written notice from the Rambler Group and the Successful Bidder regarding the satisfaction of the Purchase Price and satisfaction or waiver of conditions to closing under the Subscription Agreement and shall have no liability with respect to delivery of the Monitor's Certificate.
THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, from and after the delivery of the Monitor's Certificate, all Claims and Encumbrances shall attach to the Purchase Price, with the same priority as they had with respect to the Retained Assets immediately prior to the sale, as if the Excluded Liabilities had not been transferred to ResidualCo, as applicable, and remained liabilities of the Company immediately prior to the foregoing transfer.
THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Rambler Group or the Monitor, as the case may be, is authorized, permitted, and directed to, at the Effective Time, disclose to the Successful Bidder all human resources and payroll information in the Rambler Group records pertaining to past and current employees of the Rambler Group. The Successful Bidder shall maintain and cause the Rambler Group, after Closing, to maintain and protect the privacy of such information in accordance with applicable law and shall be entitled to use the personal information provided to it in a manner which is in all materials respects identical to the prior use of such information by the Rambler Group prior to Closing.

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THIS COURT ORDERS AND DECLARES that, at the Effective Time and without limiting the provisions of paragraph 6 hereof, the Rambler Group, the Monitor and the Successful Bidder shall be deemed released from any and all claims, liabilities (direct, indirect, absolute or contingent) or obligations with respect to any Taxes (including penalties and interest thereon) of, or that relate to, the Rambler Group, including without limiting the generality of the foregoing all taxes that could be assessed against the Rambler Group or the Successful Bidder (including its affiliates and any predecessor corporations) pursuant to section 160 of the Income Tax Act (Canada), or any provincial equivalent, in connection with the Rambler Group (provided, as it relates to the Rambler Group, such release shall not apply to (i) transaction taxes, or (ii) Taxes in respect of the business and operations conducted by the Rambler Group after the Effective Time).
THIS COURT ORDERS that except to the extent expressly contemplated by the Subscription Agreement, all contracts to which the Rambler Group is a party upon delivery of the Monitor's Certificate will be and remain in full force and effect upon and following delivery of the Monitor's Certificate and no individual, firm, corporation, governmental body or agency, or any other entity (all of the foregoing, collectively being "Persons" and each being a "Person") who is a party to any such arrangement may accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, dilution or other remedy) or make any demand under or in respect of any such arrangement and no automatic termination will have any validity or effect, by reason of:

(a) any event that occurred on or prior to the delivery of the Monitor's Certificate and is not continuing that would have entitled such Person to enforce those rights or remedies (including defaults or events of default arising as a result of the insolvency of the Rambler Group);

(b) any monetary defaults in relation to the contracts incurred on or prior to the delivery of the Monitor's Certificate;

(d) any compromises, releases, discharges, cancellations, transactions, arrangements, reorganizations, or other steps taken or effected pursuant to the Subscription Agreement, the Transactions or the provisions of this Order, or any other Order of the Court in these proceedings; or

(e) any change of control of the Rambler Group arising from the implementation of the Subscription Agreement, the Transactions, or the provisions of this Order.

THIS COURT ORDERS, for greater certainty, that: (a) nothing in paragraph 13 hereof shall waive, compromise or discharge any obligations of the Rambler Group in respect of any Retained Liabilities, and (b) the designation of any Claim as an Retained Liability is without prejudice to the Rambler Group's right to dispute the existence, validity, or quantum of any such Retained Liability, and (c) nothing in this Order or the Subscription Agreement shall affect or waive

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the Rambler Group's rights and defences, both legal and equitable, with respect to any Retained Liability, including but not limited to all rights with respect to entitlements to set-offs or recoupments against such Retained Liability.

THIS COURT ORDERS that from and after the Effective Time, all Persons shall be deemed to have waived any and all defaults of the Rambler Group then existing or previously committed by the Rambler Group, or caused by the Rambler Group, directly or indirectly, or non-compliance with any covenant, warranty, representation, undertaking, positive or negative pledge, term, provision, condition or obligation, expressed or implied, in any contract existing between such Person and the Rambler Group arising directly or indirectly from the filing by the Rambler Group under the CCAA and the implementation of the Transactions, including without limitation any of the matters or events listed in paragraph 13 hereof, and any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection therewith under a contract shall be deemed to have been rescinded and of no further force or effect, provided that nothing herein shall be deemed to excuse the Rambler Group or the Successful Bidder from performing its obligations under the Subscription Agreement or be a waiver of defaults by the Rambler Group under the Subscription Agreement and the related documents.
THIS COURT ORDERS that from and after the Effective Time, any and all Persons shall be and are hereby forever barred, estopped, stayed and enjoined from commencing, taking, applying for or issuing or continuing any and all steps or proceedings, whether directly, derivatively or otherwise, and including without limitation, administrative hearings and orders,

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declarations and assessment, commenced, taken or proceeded with or that may be commenced, taken or proceeded with against the Rambler Group or the Retained Assets relating in any way to or in respect of any Excluded Assets, Excluded Contracts, or Excluded Liabilities and any other claims, obligations, and other matters which are waived, released, expunged, or discharged pursuant to this Order.

THIS COURT ORDERS that, from and after the Effective Time:

(a) the nature of the Retained Liabilities, including, without limitation, their amount and their secured or unsecured status, shall not be affected or altered as a result of the Transactions or this Order;

(b) the nature of the Excluded Liabilities, including, without limitation, their amount and their secured or unsecured status, shall not be affected or altered as a result of their transfer to ResidualCo;

(c) any Person that prior to the Effective Time had a valid right or claim against the Rambler Group under or in respect of any Excluded Liability (each an "Excluded Liability Claim") shall no longer have such right or claim against the Rambler Group but will have an equivalent Excluded Liability Claim against ResidualCo, as applicable, in respect of the Excluded Liability from and after the Effective Time in its place and stead, and nothing in this Order limits, lessens, or extinguishes the Excluded Liability Claim of any Person as against ResidualCo as applicable; and

(d) the Excluded Liability Claim of any Person against ResidualCo following the Effective Time shall have the same rights, priority, and entitlement as such Excluded Liability Claim had against the Rambler Group prior to the Effective Time.

THIS COURT ORDERS AND DECLARES that:

(a) as of the Effective Time, the Rambler Group shall cease to be an applicant in these CCAA Proceedings and the Rambler Group shall be deemed to be released from the purview of the Initial Order, the FARIO, and all other Orders of this Court granted in these CCAA Proceedings, save and except for this Order the provisions of which (as they relate to the Rambler Group) shall continue to apply in all respects;

(b) as of the date of this Order, ResidualCo shall be a company to which the CCAA applies, and ResidualCo shall be added as an applicant in these CCAA Proceedings and all references in any Order of this Court in respect of these CCAA Proceedings to (i) an "Applicant" shall refer to and include ResidualCo, with any necessary changes, (ii) "Property", as defined in the Initial Order or FARIO, shall include the current and future assets, licenses, undertakings, and properties of every nature and kind whatsoever, and wherever situate including all proceeds thereof, of ResidualCo (including the Purchase Price) (collectively, the "ResidualCo Property"), and, for greater certainty, each of the Charges (as

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defined in the Initial Order and FARIO) shall constitute a charge on the ResidualCo Property.

THIS COURT ORDERS that for greater certainty, nothing in this Order, including the release of the Rambler Group from the purview of these CCAA Proceedings pursuant to paragraph 18(a) hereof and the addition of ResidualCo as applicant in these CCAA Proceedings shall affect, vary, derogate from, limit or amend, and the Monitor shall continue to have the benefit of, any and all rights and approvals and protections in favour of the Monitor at law or pursuant to the CCAA, the Initial Order, the FARIO, this Order, any other Orders in these CCAA Proceedings or otherwise, including all approvals, protections and stays of proceedings in favour of the Monitor, all of which are expressly continued and confirmed.
THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these CCAA Proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the BIA in respect of the Rambler Group or ResidualCo and any bankruptcy order issued pursuant to any such applications; and

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the Subscription Agreement, the implementation of the Transactions (including without limitation the transfer and vesting of the Excluded Assets, Excluded Contracts, and Excluded Liabilities in and to ResidualCo, and the issuance of the Purchased Shares to the Successful Bidder) and any payments by the Successful Bidder authorized herein or pursuant to the Subscription Agreement shall be binding on any trustee in bankruptcy that may be appointed in respect of the Rambler Group or ResidualCo, and shall not be void or voidable by creditors of the Rambler Group or ResidualCo, as applicable, nor shall they constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable transaction under the CCAA, the BIA or any other applicable federal or provincial legislation, nor shall they constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

RELEASES

(A) THIS COURT ORDERS that effective upon the delivery of the Monitor's Certificate to the Rambler Group and the Successful Bidder, (i) the directors, officers, employees, legal counsel, and advisors of the Rambler Group and of ResidualCo, (ii) the Monitor and its legal counsel, and their respective present and former directors, officers, partners, employees, and advisors, (iii) the Successful Bidder, its directors, officers, employees, legal counsel, and advisors (iv) the DIP Lenders, its counsel, and their respective present and former directors, officers, partners, employees, and advisors (the Persons listed in (i), (ii), (iii), (iv) being collectively, the "Released Parties") shall be deemed to be forever irrevocably released and discharged from any and all present and future claims whatsoever (including, without limitation, claims for contribution or indemnity), liabilities, indebtedness, demands, actions, causes of action, counterclaims, suits,

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damages, judgments, executions, recoupments, debts, sums of money, expenses, accounts, liens, taxes, recoveries, and obligations of any nature or kind whatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity and whether based in statute or otherwise) based in whole or in part on any act or omission, transaction, offer, investment proposal, dealing, or other fact, matter, occurrence or thing existing or taking place prior to the delivery of the Monitor's Certificate or completed pursuant to the terms of this Order and/or in connection with the Transactions in respect of the Rambler Group or their assets, business or affairs, prior dealings with the Rambler Group (wherever or however conducted or governed), or the administration and/or management of the Rambler Group or these proceedings (collectively, the "Released Claims"), which Released Claims are hereby fully, finally, irrevocably and forever waived, discharged, released, cancelled, and barred as against the Released Parties, and are not vested nor transferred to ResidualCo or to any other entity and are extinguished, provided that nothing in this paragraph shall waive, discharge, release, cancel or bar any claim for fraud or wilful misconduct or any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA.

(B) THIS COURT ORDERS that nothing in this Order waives, discharges or in any way releases any person, including the Released Parties, from any responsibility or obligation, including any Encumbrance, that was, is or may be owed to or enforceable by the Province of Newfoundland and Labrador or any Ministry or agency thereof (collectively, "Newfoundland and Labrador Governmental Authorities"), that is not a "claim" as defined in section 2(1) of the CCAA, including from any environmental Liability that was, is or may be owed to or enforceable by any Newfoundland and Labrador Governmental Authority that is not a "claim" as defined in section 2(1) of the CCAA, and nothing in this order in any way bars, estops, stays or enjoins any and all steps or proceedings by any Newfoundland and Labrador Governmental Authorities or

16 -

any servant, agent or employee thereof in respect thereof; it being understood that nothing in this paragraph 21(B) shall impact the protections in favour of the Monitor pursuant to paragraph 25 thereof.

THE MONITOR

THIS COURT ORDERS that the Sixth Report, the Confidential Report, and the activities of the Monitor set out in the Sixth Report and Confidential Report, are hereby approved, provided however, that only the Monitor, in its personal capacity and only with respect to its own liability, shall be entitled to rely upon or utilize in any way such approval.
THIS COURT ORDERS that the Monitor, its employees and representatives shall not be deemed directors of ResidualCo, de facto or otherwise, and shall incur no liability as a result of acting in accordance with this Order, other than any liability arising out of or in connection with the gross negligence or wilful misconduct of the Monitor.
THIS COURT ORDERS that no action lies against the Monitor by reason of this Order or the performance of any act authorized by this Order, except by leave of the Court following a motion brought on not less than fifteen (15) days' notice to the Monitor and its legal counsel. The entities related or affiliated with the Monitor or belonging to the same group as the Monitor (including, without limitation, any agents, employees, legal counsel or other advisors retained or employed by the Monitor) shall benefit from the protection granted to the Monitor in this paragraph.
THIS COURT ORDERS that the Monitor shall not, as a result of this Order or any matter contemplated hereby: (i) be deemed to have taken part in the management or supervision of the management of the Rambler Group or ResidualCo, or to have taken or maintained possession or control of the business or property of any of the Rambler Group or ResidualCo, or any part thereof; or (ii) be deemed to be in Possession (as defined in the Initial Order and FARIO) of any property

17 -

of the Rambler Group or ResidualCo within the meaning of any applicable Environmental Legislation (as defined in the Initial Order and FARIO) or otherwise.

SEALING ORDER

THIS COURT ORDERS that the Confidential Report and the Subscription Agreement shall be sealed with the Court until such time as the Transactions are closed pursuant to the Closing as outlined in the Subscription Agreement.

GENERAL

THIS COURT ORDERS that, following the Effective Time, the Successful Bidder shall be authorized to take all steps as may be necessary to effect the discharge of the Claims and Encumbrances as against the Purchased Shares and the Retained Assets.
THIS COURT ORDERS that, following the Effective Time, the title of these proceedings is hereby changed to:

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF [NEWCO]

THIS COURT DECLARES that this Order shall have full force and effect in all provinces and territories in Canada.
THIS COURT DECLARES that the Monitor, the Rambler Group, and/or ResidualCo shall be authorized to apply as it may consider necessary or desirable, with or without notice, to any other court or administrative body, whether in Canada, the United States or elsewhere, for orders which aid and complement this Order. All courts and administrative bodies of all such jurisdictions are hereby respectfully requested to make such orders and to provide such assistance to the Rambler Group, the Monitor, and/or ResidualCo as may be deemed necessary or appropriate for that purpose.

18 -
THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Rambler Group, the Monitor, and/or ResidualCo and their respective agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Rambler Group, ResidualCo, and the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Rambler Group, ResidualCo, and the Monitor and their respective agents in carrying out the terms of this Order.
THIS COURT ORDERS that this Order and all of its provisions are effective as of 12:01 a.m. Newfoundland and Labrador Time on the date hereof, provided that the transaction steps set out in paragraph 7(A) hereof shall be deemed to have occurred sequentially, one after the other, in the order set out in paragraph 7(A) hereof.

19 -

SCHEDULE A

Form of Certificate of Monitor

(see attached)

20 -

2023 01G 0841

IN THE SUPREME COURT OF NEWFOUNDLAND AND LABRADOR

IN BANKRUPTCY AND INSOLVENCY

IN THE MATTER OF an application of Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc.

AND IN THE MATTER OF the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended ("CCAA")

MONITOR'S CERTIFICATE

Pursuant to an Initial Order of the Supreme Court of Newfoundland and Labrador in Bankruptcy and Insolvency dated February 27, 2023 (the "Initial Order"), which was amended and restated on March 7, 2023 (the "ARIO"), and further amended and restated on May 16, 2023 (the "FARIO"), the Rambler Group was granted creditor protection pursuant to the CCAA and Grant Thornton Limited was appointed as Monitor of the Rambler Group.
Pursuant to an Order of this Court dated September 11, 2023 (the "Approval and Reverse Vesting Order"), the Court approved the Subscription Agreement (the "Subscription Agreement") entered into by and between the Rambler Group, as vendor, the Successful Bidder, as purchaser (the "Successful Bidder") and Newco, a company to be incorporated ("Newco"), as well as the Transactions as defined in the Subscription Agreement, which inter alia, provided for: (a) the approval of the Subscription Agreement and the Transactions contemplated thereunder (b) adding Newco ("ResidualCo") as applicant to these proceedings; (c) vesting out of the Rambler Group all Excluded Assets, Excluded Contracts, and Excluded Liabilities and discharging Encumbrances against the Rambler Group and the Retained Assets; (d) authorizing and directing the Monitor, with

21 -

the assistance of the Rambler Group to complete the Reorganization; and (e) authorizing and directing the Monitor, with the assistance of Rambler Group to issue the Purchased Shares, and vesting in the Successful Bidder all right, title and interest in and to the Purchased Shares, free and clear of any Encumbrances.

Unless otherwise indicated herein, all terms and herein have the meanings set out in the Approval and Reverse Vesting Order.

THE MONITOR CERTIFIES that it was advised by the Rambler Group and the Successful Bidder that:

The Successful Bidder has satisfied the Purchase Price (as defined in the Subscription Agreement) in accordance with the Subscription Agreement;
The conditions to Closing as set out in the Subscription Agreement have been satisfied or waived by the Rambler Group and the Successful Bidder; and
This Certificate was delivered by the Monitor at __ [TIME] on __ [DATE].

Grant Thornton Limited, in its capacity as Monitor of Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc., and not in its personal capacity

Per: ________

Name: ________

Title: ________

SCHEDULE “B”

EXCLUDED CONTRACTS AND EXCLUDED LIABILITIES

[see attached]

Schedule B - Excluded Payables

Secured Creditors	Amount
	19,340,266
	1,862,927
	12,153,896
	3,459,590
Total	36,816,679
Employees	Amount
---	---
Total owing to employees	3,054,336
Less: Amount covered by WEPPA	- 1,363,825
Total	1,690,510
Service Canada	Amount
---	---
WEPP	1,363,825
Total	1,363,825
All trade AP, inclusive but not limited to, this listing: DEC20 Payment Plan
---	---
Trade AP - Vendor

Trade AP - Vendor

DEC20 Payment Plan

TOTAL AP	Balance	TOTAL AP
126,552		126,552
125,234		125,234
121,527		121,527
111,780		111,780
110,953		110,953
106,530		106,530
105,443		105,443
105,006		105,006
89,120	63,401	152,521
84,521		84,521
82,259		82,259
77,170		77,170
65,283		65,283
61,875		61,875
59,894		59,894
55,033		55,033
50,812		50,812
48,826		48,826
48,551		48,551
48,233		48,233
48,096	119,789	167,885
46,780		46,780
44,509		44,509
42,340		42,340
40,499		40,499
35,149		35,149
33,971		33,971
33,168		33,168
32,106		32,106
30,559		30,559
28,977		28,977
28,237		28,237
27,712		27,712
27,147		27,147
26,186		26,186
22,520		22,520
22,317		22,317
22,071		22,071
21,628		21,628

DEC20 Payment Plan
TOTAL AP	Balance	TOTAL AP
19,778		19,778
19,119		19,119
18,580		18,580
18,314		18,314
18,112		18,112
18,080		18,080
17,602		17,602
16,776		16,776
16,675		16,675
15,940		15,940
15,742		15,742
15,468		15,468
15,328		15,328
14,375		14,375
14,268		14,268
14,027		14,027
13,597		13,597
13,434		13,434
13,156	22,795	35,951
13,131		13,131
12,873		12,873
12,703		12,703
12,238		12,238
11,278		11,278
10,976		10,976
10,969		10,969
10,627	4,041	14,668
10,473		10,473
10,181		10,181
10,076		10,076
10,005		10,005
9,586		9,586
9,500		9,500
9,293		9,293
9,232		9,232
9,119		9,119
8,628		8,628
8,349		8,349
8,009		8,009

DEC20 Payment Plan
TOTAL AP	Balance	TOTAL AP
7,765		7,765
7,443		7,443
7,070		7,070
7,052		7,052
6,728		6,728
6,326		6,326
6,041	3,806	9,846
6,000	5,031	11,031
5,996		5,996
5,840		5,840
5,765		5,765
5,582		5,582
5,557		5,557
5,536		5,536
5,457		5,457
5,307		5,307
4,564		4,564
4,398		4,398
3,910		3,910
3,869		3,869
3,861		3,861
3,794		3,794
3,611		3,611
3,519		3,519
3,417		3,417
3,266		3,266
3,195		3,195
3,137		3,137
3,078		3,078
2,939		2,939
2,890		2,890
2,805		2,805
2,793		2,793
2,703		2,703
2,519		2,519
2,384		2,384
2,305		2,305
2,300		2,300
2,222		2,222

Trade AP - Vendor	TOTAL AP	DEC20 Payment Plan Balance	TOTAL AP
	2,195		2,195
	2,166		2,166
	2,147		2,147
	2,115		2,115
	1,978		1,978
	1,953		1,953
	1,913		1,913
	1,898		1,898
	1,865		1,865
	1,861		1,861
	1,791		1,791
	1,702		1,702
	1,617		1,617
	1,538		1,538
	1,525		1,525
	1,508		1,508
	1,498		1,498
	1,430		1,430
	1,422		1,422
	1,421		1,421
	1,397		1,397
	1,382		1,382
	1,369		1,369
	1,332		1,332
	1,320		1,320
	1,317		1,317
	1,316		1,316
	1,277		1,277
	1,275		1,275
	1,242		1,242
	1,162		1,162
	1,157		1,157
	1,150		1,150
	1,145		1,145
	1,110		1,110
	1,101		1,101
	1,038		1,038
	1,037		1,037
	1,029		1,029

DEC20 Payment Plan
TOTAL AP	Balance	TOTAL AP
1,015		1,015
985		985
981		981
972		972
950		950
944		944
943		943
928		928
874		874
848		848
833		833
829		829
825		825
810		810
806		806
800		800
748		748
700		700
665		665
655		655
645		645
555		555
553		553
405		405
394		394
382		382
379		379
374		374
239		239
239		239
233		233
230		230
219	16,598	16,817
213		213
202		202
172		172
169		169
155		155
113		113

DEC20 Payment Plan
TOTAL AP	Balance	TOTAL AP
113		113
50		50
37		37
4		4
1		1
0		0
0		0
0		0
1		1
1		1
1		1
1		1
1		1
1		1
1		1
1		1
1		1
1		1
1		1
19,717,689	1,788,652	21,506,341

Schedule B - Excluded Contracts

Entity	Contract Party	Date of Agreement	Description
		4/Apr/22	Termination and Right of First Refusal Agreement
		25/Jun/10	Fixed and Floating Charge Debenture
		31/Jun/19	Amendment to Debenture
		31/Aug/10	Amended and Restated Purchase Agreement
		31/Jun/19	First Amendment to Amended and Restated Purchase Agreement
		16/Mar/23	Gold Purchase and Sale Agreement
		4/Apr/22	Fixed and Floating Charge Debenture
		4/Apr/22	General Security Agreement
		4/Apr/22	Collateral Realty Mortgage
		6/Jul/22	Amended and Restated Purchase Agreement
		24/Jul/15	Fixed and Floating Charge Debenture
		29/Sep/22	Amendment to Fixed and Floating Charge Debenture
		24/Jul/15	General Security Agreement
		1/Apr/22	Intercreditor Agreement
		29/Oct/21	Senior Secured Floating Rate Note No. 1
		29/Oct/21	Senior Secured Floating Rate Note No. 2
		29/Oct/21	Senior Secured Floating Rate Note No. 3
		29/Oct/21	Senior Secured Floating Rate Note No. 4
		5/Nov/21	Senior Secured Floating Rate Note No. 5
		5/Nov/21	Senior Secured Floating Rate Note No. 5A
		29/Oct/21	Note Purchase Agreement
		29/Oct/21	General Security Agreement
		29/Oct/21	Fixed and Floating Charge Debenture
		29/Oct/21	Collateral Realty Mortgage
		1/Dec/21	Senior Secured Floating Rate Note No. 6A
		1/Dec/21	Senior Secured Floating Rate Note No. 6B
		15/Dec/21	Senior Secured Floating Rate Note No. 1A
		15/Dec/21	Senior Secured Floating Rate Note No. 7A
		14/May/21	Estimate Agreement
		12/Aug/16	Contribution Agreement
		12/Apr/21	Asset Purchase Agreement
			Access and Use Agreement, undated, Gold Processing Facility and Tailing Storage Facility
		12/Apr/21	Restrictive Covenant
		5/May/00
		20/Jun/07
		20/Jun/07
		7/Dec/95	4365, 4564, 4565, 4567, 4568, 4583, 4423, 4575, 4593, 4609, 4367, 4566 (potentially 010215M, if in fact a conversion of 4566) – Purchase and Royalty Agreement.
		23/Feb/23	Terms and conditions for a senior secured superpriority debtor-in-possession credit facility.
		7/Jun/23	Executive Employment Agreement
		14/Mar/23	Executive Employment Agreement

Schedule B - Excluded Liens

Entity

Claimant(s)

Filing Date	Document No.	Consideration
4/Nov/22	20201	$ 33,970.86
29/Sep/20	19736	$ 1,346,336.05
7/Dec/22	20241	$ 2,322,512.78
31/Oct/22	20196	$ 3,615,360.61
1/Nov/22	20197	$ 2,324,965.60
17/Jun/20	19690	$ 188,780.53
8/Oct/21	19937	$ 134,883.01
2/Dec/22	20232	$ 286,717.13
1/Dec/22	20231	$ 410,106.03

Schedule B - Excluded Security Registrations

Registration Number	Description	Serial Number	Expiry Date	File Number
19386564	2021 Kavatera KT200	7760	11/4/2026	28441-39
19515469	2021 Kavatera KT200 Personnel Carrier	7759	12/23/2026	28441-39 SF
12962858	General Collateral	N/A	6/28/2025	608095-CH9
20150526 1947 1531 6910	Pledge of Deposit	N/A	5/26/2025	662516226
20104931	General Collateral	N/A	12/27/2027	SM021672-00034
20104949	General Collateral	N/A	12/27/2027	SM047788.8
727510 (Registry of Deeds)	Fixed and Floating Charge Debenture	N/A	N/A	N/A
1049128 (Registry of Deeds)	Amendment to Fixed and Floating Charge Debenture	N/A	N/A	N/A
16105553	2018 Nissan Titan	1N6AA1EJ72N525101	6/21/2024	1001920-CN9
16117202	2018 Nissan Titan	1N6AA1EJ22N524552	7/9/2024	1003315-CN9
16122251	2018 Nissan Titan	1N6AA1EJ22N524552	7/9/2024	1003423
16667925	General Collateral	N/A	Perpetual	SM023753.1
16667925	Getman ANFO loader	A624	Perpetual	SM023753.1
16667925	2010 Atlas MT42	AV010X186	Perpetual	SM023753.1
16667925	2010 Atlas MT42	AV010X195	Perpetual	SM023753.1
16667925	2011 Atlas MT42	AV011X282	Perpetual	SM023753.1
16667925	2013 Atlas MT436	DB360210	Perpetual	SM023753.1
16667925	2013 Atlas MT42	AV013X051	Perpetual	SM023753.1
16667925	2015 Atlas MT436	DB360262	Perpetual	SM023753.1
16667925	2010 Atlas RB282	AV010A330	Perpetual	SM023753.1
16667925	2011 Atlas RB282	AV010A386	Perpetual	SM023753.1
16667925	Atlas RB282 (DP)	AVO04A1453	Perpetual	SM023753.1
16667925	Maclean SSB	SSB005	Perpetual	SM023753.1
16667925	Maclean Bolter	928360	Perpetual	SM023753.1
16667925	Maclean Bolter (DP)	928264	Perpetual	SM023753.1
16667925	2011 Atlas ST1030	AV011X388	Perpetual	SM023753.1
16667925	2014 Atlas ST1030	AV008X085	Perpetual	SM023753.1
16667925	2013 Atlas ST1030	AV008X102	Perpetual	SM023753.1
16667925	2013 Atlas ST1030	DA15P0376	Perpetual	SM023753.1
16667925	2007 Cat 924G Loader	CAT0924G0DDA03485	Perpetual	SM023753.1
16667925	2011 Masaba Conveyor System	2312101	Perpetual	SM023753.1
16667925	2011 Masaba Conveyor System	2011049	Perpetual	SM023753.1
16667925	2011 Masaba Conveyor System	2011050	Perpetual	SM023753.1
16667925	2011 Masaba Conveyor System	2011046	Perpetual	SM023753.1
16667925	2011 Masaba Conveyor System	2011047	Perpetual	SM023753.1
16667925	2011 Cat 950H Loader	0K5K03296	Perpetual	SM023753.1
16667925	2012 Cat 950H Loader	CAT0950HAJAD01526	Perpetual	SM023753.1
16667925	2013 Cat Skid Steer Loader	CAT0226BEMWD04492	Perpetual	SM023753.1
400051 (Registry of Deeds)	Fixed and Floating Charge Debenture	N/A	N/A	N/A
889791 (Registry of Deeds)	Amendment to Debenture	N/A	N/A	N/A
16726960	2019 Rexor (Mahindra) Classics UTV	A5ZAAAAEETJA002094	3/7/2023	1020132-AG2
16746182	2019 Rexor (Mahindra) Classics UTV	A5ZAAAAAAHJA002167	3/7/2023	1020634
16852030	2019 Rexor Classics UTV	A5ZAAAAAEKJA002096	4/22/2023	1023146-AG2
17381187	2019 Rexor (Mahindra) Classics UTV	A5ZAAAAAAHJA002170	10/26/2023	1035929-AG2
17381187	2019 Rexor (Mahindra) Classics UTV	A5ZAAAAAELA002025	10/26/2023	1035929-AG2
18499681	2019 CATERPILLAR AD30	CAT0AD30CGR00944	12/22/2024	SA9347496
18499681	2019 CATERPILLAR AD30	CAT0AD30EGXR00943	12/22/2024	AVS14967496
18499681	2019 CATERPILLAR B1700K	CATR1700LKT400159	12/22/2024	AVS14967496
18539189	2020 Mahindra Rexor Classic II	A5ZAAAAAEKJA007313	1/13/2024	1061088-AG2
18539189	2020 Mahindra Rexor Classic II	A5ZAAAAAAKJA002869	1/13/2024	1061088-AG2
18632745	2019 CATERPILLAR AD30	CAT0AD30TGXR00945	2/25/2025	AVS15400303
18632745	2019 CATERPILLAR AD30	CAT0AD30LGXR00910	2/25/2025	AVS15400303
18632745	2019 CATERPILLAR B1700K	CATR1700LKT400159	2/25/2025	AVS15400303
18632745	2019 CATERPILLAR AD30	CAT0AD30CGXR00944	2/25/2025	AVS15400303
18632745	2019 CATERPILLAR AD30	CAT0AD30EGXR00943	2/25/2025	AVS15400303
18806760	2019 Mahindra Rexor A/T Rexor	A5ZAABAECKA004692	4/27/2024	1067032-AG2
18806760	2018 Mahindra Rexor Classic	A5ZAAAAAAEJA002168	4/27/2024	1067032-AG2
19368042	General Collateral	N/A	10/28/2026	30025664-00015
20211026 0904 1590 1071	Inventory, Equipment, Accounts, Other, Motor Vehicle Included	N/A	10/26/2026	777619647
20211028 1140 1590 1597	Inventory, Equipment, Accounts, Other, Motor Vehicle Included	N/A	10/28/2026	777725046
19368018	General Collateral	N/A	10/28/2026	30025664-00015
19368018	2011 Atlas Copco Boomer 282	AVO10A386	10/28/2026	30025664-00015
19368018	2004 Atlas Copco Boomer 282	AVO04A153	10/28/2026	30025664-00015
19368018	2008 Atlas Copco Boomer 282	AVO08A034	10/28/2026	30025664-00015

Schedule B - Excluded Security Registrations

Registration Number	Description	Serial Number	Expiry Date	File Number
19368018	2016 Atlas Copco Scooptram 1030	AV010X223	10/28/2026	30025664-00015
19368018	2011 Atlas Copco Scooptram 1030	AV011X072	10/28/2026	30025664-00015
19368018	2015 Atlas Copco Scooptram ST7	TMG15URE0191	10/28/2026	30025664-00015
19368018	1992 Atlas Copco Scooptram ST8B	DA15P0376	10/28/2026	30025664-00015
19368018	2017 Atlas Copco Scooptram ST14	TMG17URE0299	10/28/2026	30025664-00015
19368018	2019 Caterpillar Scooptram R1700	KT400159	10/28/2026	30025664-00015
19368018	2020 Caterpillar Scooptram R1600H	R1600H	10/28/2026	30025664-00015
19368018	2020 Caterpillar Scooptram R1700K	KT400137	10/28/2026	30025664-00015
19368018	2011 Atlas Copco Haulage Truck MT42	AVO11X282	10/28/2026	30025664-00015
19368018	1995 Atlas Copco Haulage Truck 436B	DB36P0210	10/28/2026	30025664-00015
19368018	2000 Atlas Copco Haulage Truck 436B	DB36P0262	10/28/2026	30025664-00015
19368018	2016 Atlas Copco Haulage Truck MT42	TMG16URE0156	10/28/2026	30025664-00015
19368018	2017 Atlas Copco Haulage Truck MT42	TMG17URE0075	10/28/2026	30025664-00015
19368018	2017 Atlas Copco Haulage Truck MT42	TMG17URE0423	10/28/2026	30025664-00015
19368018	2019 Caterpillar Haulage Truck AD30	GXR00943	10/28/2026	30025664-00015
19368018	2019 Caterpillar Haulage Truck AD30	GXR00944	10/28/2026	30025664-00015
19368018	Caterpillar Haulage Truck AD30 (Ejector)	GXR00910	10/28/2026	30025664-00015
19368018	Caterpillar Haulage Truck AD30 (Ejector)	GXR00945	10/28/2026	30025664-00015
19368018	2019 Caterpillar Scooptram R1700K	GXR900140	10/28/2026	30025664-00015
19368018	2014 Maclean Rock Boiler 928-360	928360	10/28/2026	30025664-00015
19368018	2008 Maclean Rock Boiler 928-264	928264	10/28/2026	30025664-00015
19368018	2017 Maclean Rock Boiler 975-425	975425	10/28/2026	30025664-00015
19368018	2017 Marcotte M-40	M40	10/28/2026	30025664-00015
19368018	2016 Maclean Scissor Lift	312025	10/28/2026	30025664-00015
19368018	2020 Walden Scissor Lift	2104	10/28/2026	30025664-00015
19368018	2016 Getman A64	20126	10/28/2026	30025664-00015
19368018	2017 Getman A64	020126	10/28/2026	30025664-00015
19368018	2018 Rosor Rosor	A5AZAAAAE7JA002094	10/28/2026	30025664-00015
19368018	2018 Rosor Rosor	A5ZAAAAAAE0JA167	10/28/2026	30025664-00015
19368018	2018 Rosor Rosor	A57AAAAAEKJA002096	10/28/2026	30025664-00015
19368018	2018 Rosor Rosor	A5ZAAAAAAA002170	10/28/2026	30025664-00015
19368018	2019 Rosor Rosor	A5ZAAAAAEKJA002025	10/28/2026	30025664-00015
19368018	2018 Rosor Rosor	A5ZAAAAAAEJA002869	10/28/2026	30025664-00015
19368018	2019 Rosor Rosor	A5ZAAAAAEEL007313	10/28/2026	30025664-00015
19368018	2019 Rosor Rosor	JMNCX252DM1	10/28/2026	30025664-00015
19368018	2019 Rosor Rosor	KMNCX252DM1	10/28/2026	30025664-00015
19368018	2017 Toyota Toyota	JTELB71J304331814	10/28/2026	30025664-00015
19368018	2017 Toyota Toyota	JTELB71J304332011	10/28/2026	30025664-00015
19368018	2018 Toyota Toyota	JTELB71J304331830	10/28/2026	30025664-00015
19368018	2019 Toyota Toyota	9773167	10/28/2026	30025664-00015
19368018	1994 Den Dex	P1PORTER785	10/28/2026	30025664-00015
19368018	1999 Maclean's Block Holer	MEM812038	10/28/2026	30025664-00015
19368018	2000 Honda AT5	HondaTRX450	10/28/2026	30025664-00015
19368018	2007 Caterpillar 924g Front End Loader	DDA03485	10/28/2026	30025664-00015
19368018	2011 950h Front End Loader	jad01526	10/28/2026	30025664-00015
19368018	2011 Caterpillar Front End Loader	A7J00507	10/28/2026	30025664-00015
19368018	2011 Caterpillar Front End Loader	950H	10/28/2026	30025664-00015
19368018	2019 Minecat MineCat	MC100G6581	10/28/2026	30025664-00015
19368018	2016 Ford F150 Creecab Pickup	1FTFW1EFXGFC41969	10/28/2026	30025664-00015
19368018	2009 Sterling L8500 Boom Truck	2FZHAWBSS9AAH0320	10/28/2026	30025664-00015
19368018	2017 Nissan Regus	SN1AT2MV6HC879765	10/28/2026	30025664-00015
19368018	2018 Nissan Titan	1N6AA1EJ7JN525101	10/28/2026	30025664-00015
19368018	2018 Nissan Titan	1N6AA1EJ2JN524552	10/28/2026	30025664-00015
19368018	2016 Ford F250 Pickup	1FT7W2BT8CEC59665	10/28/2026	30025664-00015
19368018	2014 GMC Terrain	2GKFUVERAE6210274	10/28/2026	30025664-00015
19368018	2013 GMC Sierra	1GTA24CX2BF200519	10/28/2026	30025664-00015
19368018	2018 Nissan Murano	5N1AZ2MS0KN121520	10/28/2026	30025664-00015
999143 (Registry of Deeds)	Fixed and Floating Charge Debentures	N/A	N/A	N/A
999144 (Registry of Deeds)	Notice of Collateral Mortgage	N/A	N/A	N/A
19514306	2019 CATERPILLAR R1600H	CATR1600CNSD00507	12/23/2025	AVS18383782
19514306	2021 CATERPILLAR R1700K	CATR1700KKT400137	12/23/2025	AVS18383782
19514306	2019 CATERPILLAR AD30	CAT0AD30LGXR00910	12/23/2025	AVS18383782
19514306	2019 CATERPILLAR AD30	CAT0AD30EGXR00943	12/23/2025	AVS18383782
19514306	2019 CATERPILLAR AD30	CAT0AD30CGXR00944	12/23/2025	AVS18383782
19514306	2019 CATERPILLAR R1700K	CATR1700LKT400159	12/23/2025	AVS18383782
19514306	2019 CATERPILLAR AD30	CAT0AD30TGXR00945	12/23/2025	AVS18383782

Schedule B - Excluded Security Registrations

Registration Number	Description	Serial Number	Expiry Date	EIe Number
19580497	2022/CATERPILLAR/CATAD30/UNDI	CAT0AD30EGXR01056	1/26/2023	N/A
20489548	2022/CATERPILLAR/CATAD30/UNDI	CAT0AD30EGXR01056	1/26/2023	N/A
19676816	2021 CATERPILLAR AD30	CAT0AD30PGXR01028	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR R1600H	CATR1600C9SD00507	3/9/2026	AVS19172188
19676816	2021 CATERPILLAR R1700K	CAT0789C3J2BW01108	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR AD30	CAT0AD30LGXR00910	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR AD30	CAT0AD30EGXR00943	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR AD30	CAT0AD30C3JXR00944	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR R1700K	CATR1700LKT400159	3/9/2026	AVS19172188
19676816	2019 CATERPILLAR AD30	CAT0AD30TGXR00945	3/9/2026	AVS19172188
19730209	General Collateral	N/A	N/A	SM028474.11
20220330 1419 1590 5137	Inventory, Equipment, Accounts, Other, Motor Vehicle Included	N/A	3/30/2029	781575732
20220330 1418 1590 5136	Inventory, Equipment, Accounts, Other, Motor Vehicle Included	N/A	3/30/2029	781575705
19730167	General Collateral	N/A	Perpetual	SM028474.11
19730167	2011 Atlas Copco Boomer 282	AVO10A386	Perpetual	SM028474.11
19730167	2004 Atlas Copco Boomer 282	AVO04A153	Perpetual	SM028474.11
19730167	2008 Atlas Copco Boomer 282	AVO08A034	Perpetual	SM028474.11
19730167	2016 Atlas Copco Scooptram 1030	AV010X321	Perpetual	SM028474.11
19730167	2011 Atlas Copco Scooptram 1030	AV011X072	Perpetual	SM028474.11
19730167	2015 Atlas Copco Scooptram ST7	TMG15URE0191	Perpetual	SM028474.11
19730167	1992 Atlas Copco Scooptram ST8B	DA15P0376	Perpetual	SM028474.11
19730167	2017 Atlas Copco Scooptram ST14	TMG17URE0299	Perpetual	SM028474.11
19730167	2019 Catepillar Scooptram R1700	KT400139	Perpetual	SM028474.11
19730167	2020 Catepillar Scooptram R1600H	R1600H	Perpetual	SM028474.11
19730167	2020 Catepillar Scooptram R1700K	KT400137	Perpetual	SM028474.11
19730167	2011 Atlas Copco Haulage Truck MT42	AVO11X282	Perpetual	SM028474.11
19730167	1995 Atlas Copco Haulage Truck 436B	DB36P0210	Perpetual	SM028474.11
19730167	2000 Atlas Copco Haulage Truck 436B	DB36P0262	Perpetual	SM028474.11
19730167	2016 Atlas Copco Haulage Truck MT42	TMG16URE0156	Perpetual	SM028474.11
19730167	2017 Atlas Copco Haulage Truck MT42	TMG17URE0075	Perpetual	SM028474.11
19730167	2017 Atlas Copco Haulage Truck MT42	TMG17URE0423	Perpetual	SM028474.11
19730167	2019 Catepillar Haulage Truck AD30	GXR00943	Perpetual	SM028474.11
19730167	2019 Catepillar Haulage Truck AD30	GXR00944	Perpetual	SM028474.11
19730167	2019 Catepillar Haulage Truck AD30	GXR00910	Perpetual	SM028474.11
19730167	2019 Catepillar Haulage Truck AD30	GXR009945	Perpetual	SM028474.11
19730167	2019 Catepillar Scooptram R1700K	GXR900140	Perpetual	SM028474.11
19730167	2014 Macleans Rock Boiler 928-360	928360	Perpetual	SM028474.11
19730167	2008 Macleans Rock Boiler 928-264	928264	Perpetual	SM028474.11
19730167	2017 Macleans Rock Boiler 975-425	975425	Perpetual	SM028474.11
19730167	2179 Marcotte M-40	M40	Perpetual	SM028474.11
19730167	2016 Macleans Scissor Lift 312-025	312025	Perpetual	SM028474.11
19730167	2020 Waldon Scissor Lift	2104	Perpetual	SM028474.11
19730167	2016 Gettman A64	20126	Perpetual	SM028474.11
19730167	2017 Gettman A64	020126	Perpetual	SM028474.11
19730167	2018 Resor Resor	A5ZAAAAAHJA167	Perpetual	SM028474.11
19730167	2018 Resor Resor	A57AAAAEKJA002096	Perpetual	SM028474.11
19730167	2018 Resor Resor	A5ZAAAAAJA002170	Perpetual	SM028474.11
19730167	2018 Resor Resor	A5ZAAAAEL002025	Perpetual	SM028474.11
19730167	2018 Resor Resor	A5ZAAAAAKJA002869	Perpetual	SM028474.11
19730167	2019 Resor Resor	A5ZAAAAEEL007313	Perpetual	SM028474.11
19730167	2019 Resor Resor	JMNCX252DM1	Perpetual	SM028474.11
19730167	2019 Resor Resor	KMNCX252DM1	Perpetual	SM028474.11
19730167	2017 Toyota Toyota	JTELB71J304331814	Perpetual	SM028474.11
19730167	2017 Toyota Toyota	JTELB71J304332011	Perpetual	SM028474.11
19730167	2018 Toyota Toyota	JTELB71J104331830	Perpetual	SM028474.11
19730167	2019 Toyota Toyota	9773167	Perpetual	SM028474.11
19730167	2021 Toyota Hilux	JTELB71J60B028800	Perpetual	SM028474.11
19730167	2021 Kovatera Kovatera	KT2007760	Perpetual	SM028474.11
19730167	1994 Dex Dex	P1PORTER785	Perpetual	SM028474.11
19730167	1999 Maclean's Block Hofer	MEM812038	Perpetual	SM028474.11
19730167	2000 Honda ATV	HondaTRX450	Perpetual	SM028474.11
19730167	2007 Caterpillar 924G Front End Loader	DDA03485	Perpetual	SM028474.11
19730167	2011 Caterpillar 950H Front End Loader	HXC02370	Perpetual	SM028474.11

Schedule B - Excluded Security Registrations

Registration Number	Description	Serial Number	Expiry Date	File Number
19730167	2011 Caterpillar 972G Front End Leade	A7J00307	Perpetual	SM028474.11
19730167	2011 Caterpillar 950G Front End Leader	K5K03296	Perpetual	SM028474.11
19730167	2019 Minacat MineCar	MC100G6581	Perpetual	SM028474.11
19730167	2016 Ford F150 Crewcah Pickup	1FTFW1EF3GFC41969	Perpetual	SM028474.11
19730167	2009 Sterling L8500 Boone Truck	2FZHAWBS89AAH0320	Perpetual	SM028474.11
19730167	2017 Nissan Rogue	SN1AT2MV6HC879765	Perpetual	SM028474.11
19730167	2018 Nissan Titan	1N6AA1EJ7JN525101	Perpetual	SM028474.11
19730167	2018 Nissan Titan	1N6AA1EJ2JN524552	Perpetual	SM028474.11
19730167	2016 Ford F250 Pickup	1FT7W2BT8CEC59665	Perpetual	SM028474.11
19730167	2014 GMC Terrain	2GKFLVEK6E6210274	Perpetual	SM028474.11
19730167	2013 GMC Sierra	1GT424C82BF200519	Perpetual	SM028474.11
19730167	2018 Nissan Murano	5N1AZ2MS0KN121520	Perpetual	SM028474.11
1018522 (Registry of Deeds)	Fixed and Floating Charge Debenture	N/A	N/A	N/A
1018521 (Registry of Deeds)	Notice of Collateral Mortgage	N/A	N/A	N/A
20091955	2019 NISSAN MURANO	5N1AZ2MS0KN121520	8/4/2034	AVS21639929
20160784	2022/CATERPILLAR/AD30/UNDERGROU9	CAT0AD30PGXR01062	8/30/2023	N/A
20277752	2022/CATERPILLAR/R1700-11/SC OOP TRAM	CATR1700LKT400288	10/14/2023	N/A
20320669	COP1838HD	AVO15D0655F	10/31/2023	N/A
20320669	COP1838HD	AVO15D0656F	10/31/2023	N/A
20320669	COP1838HD	AVO15D0279F	10/31/2023	N/A
20320669	COP1838HD	AVO16D0938F	10/31/2023	N/A
20320669	COP1838HD	AVO16D0356F	10/31/2023	N/A
20320669	COP1838HD	AVO15D0657F	10/31/2023	N/A
20320669	COP1838HD	AVO15D0658F	10/31/2023	N/A
20320669	COPRR14	AVO22D0898C	10/31/2023	N/A
20320669	COPRR14	AVO20D1600C	10/31/2023	N/A
20320669	COPRR14	AVO22D1075C	10/31/2023	N/A
20320669	COPRR14	AVO18D1005A	10/31/2023	N/A
20320669	COP1435	AVO14D0100A	10/31/2023	N/A
20381208	2021 CATERPILLAR R1600H	CATR1600E9SD00630	11/24/2025	AVS23088270
20381208	2021 CATERPILLAR R1700-11XE	CATR1700EKT400245	11/24/2025	AVS23088270
20381208	2021 CATERPILLAR AD30	CAT0AD30PGXR01028	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR R1600H	CATR1600C9SD00507	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR AD30	CAT0AD30EGXR00943	11/24/2025	AVS23088270
20381208	2021 CATERPILLAR R1700K	CAT0789CH2BW01108	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR AD30	CAT0AD30CGXR00944	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR AD30	CAT0AD30TGXR00945	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR R1700K	CATR1700LKT400159	11/24/2025	AVS23088270
20381208	2019 CATERPILLAR AD30	CAT0AD30LGXR00910	11/24/2025	AVS23088270

Schedule B - Excluded Tax Liabilities

Summary
	Business Number	Corporate Tax RC Pre-Insolvency	Corporate Tax RC Insolvency Period February 27, 2023 - October 15, 2023	HST RT Pre-Insolvency 21-Feb-22	HST RT Insolvency Period February 27, 2023 - October 15, 2023	Payroll RP Pre-Insolvency 21-Feb-22	Payroll RP Insolvency Period February 27, 2023 - October 15, 2023
		February 27, 2023	Retained Asset Retained Asset	Retained Asset	Excluded Liability Excluded Liability	Excluded Asset Excluded Liability	Excluded Liability Excluded Liability
Entity	Summary of Excluded Tax Liabilities
---	---	---	---
	Tax	Amount	Description
Payroll	$ 3,650,993.90	Per Assessment Notice - March 24, 2023
Penalties and Interest	$ 451,654.70	Per Assessment Notice - March 24, 2023
HST - Pre-Insolvency	$NIL	Amount owing, if any, pre-insolvency
NL - HAPSET	$ 624,837.31	Per Statement - July 27, 2023
Payroll	$NIL	Amount owing, if any, pre-insolvency
Penalties and Interest	$NIL	Amount owing, if any, pre-insolvency
HST - Pre-Insolvency	$NIL	Amount owing, if any, pre-insolvency
	$ 4,727,485.91

Schedule B - Excluded Lease Contracts

Lease Number	Asset Description	Serial Number
1-234931	Cannon Plotter Printer IPF785
001-0225432-000	Toshiba E2505AC Copier Printer	CFIG49955
671801	Toshiba E2515AC Copier Printer
104-50010483	2019 CATERPILLAR AD30	CAT0AD30CGXR00944
104-50010483	2019 CATERPILLAR AD30	CAT0AD30EGXR00943
104-50010483	2019 CATERPILLAR R1700K	CATR1700LKT400159
104-50011325	2019 CATERPILLAR AD30	CAT0AD30TGXR00945
104-50011326	2019 CATERPILLAR AD30	CAT0AD30LGXR00910
104-50015254	2019 CATERPILLAR R1600H	CATR1600C9SD00507
104-50015254	2021 CATERPILLAR R1700K	CATR1700KKT400137
104-50016652	2021 CATERPILLAR AD30	CAT0AD30PGXR01028
104-50019803	2021 CATERPILLAR R1600H	CATR1600E9SD00630
104-50019803	2021 CATERPILLAR R1700-11XE	CATR1700EKT400245

SCHEDULE “C”
EXCLUDED ASSETS

Schedule C - Excluded Assets

Owner	Excluded Assets	Description	Location
	The deposit provided by the Successful Bidder	N/A
	The Consideration as offered by the Successful Bidder	N/A
	Any cash on hand within the possession of the Monitor at closing	N/A
	Any cash on hand within the possession of Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc. at closing	N/A
	HST Refunds owing from the Canada Revenue Agency to Rambler Metals and Mining Inc. and 1948565 Ontario Inc. up to and including the date of closing	N/A
	Refund from WorkplaceNL - $23,671	N/A
	Above and below ground magazines for explosives	Ming Mine
	Parts and other moveable inventory remaining on site at closing	Ming Mine
	Garbage Bins (Scrap Metal)	Ming Mine
	Gold processing equipment	Nugget Pond Gold Plant
	Mill liners on consignment that remains unpaid	Nugget Pond Gold Plant
	Lubrication equipment located within the maintenance building	Ming Mine
	2021 CAT Underground Loader - CATR1600C9SD00507 (Lease 104-50015254)	Ming Mine
	2019 CAT R1700K - CATR1700KKT400137 (Lease 104-50015254)	Ming Mine
	2019 CAT AD30 Wide Body Truck - CAT0AD30CGXR00944 (Lease 104-500-10483)	Ming Mine
	2019 CAT AD30 Wide Body Truck - CAT0AD30EGXR00943 (Lease 104-500-10483)	Ming Mine
	2019 CAT R1700KLHD - CATR1700LKT400159 (Lease 104-500-10483)	Ming Mine
	2019 CAT AD30 Wide Body Truck - CAT0AD30TGXR00945 (Lease 104-50011325)	Ming Mine
	2019 CAT AD30 Wide Body Truck - CAT0AD30LGXR00910 (Lease 104-50011326)	Ming Mine
	Canon Plotter Printer IPF785	Ming Mine
	Toshiba E2505AC Copier Printer	Ming Mine
	Toshiba E2515AC Copier Printer	Ming Mine
	Kitchen trailers at the Camp	Ming Mine
	Kitchen staff accomodation trailers at the Camp	Ming Mine
	Snack vending machines	Ming Mine
	Thickener	Nugget Pond Gold Plant*
	4 leach tanks	Nugget Pond Gold Plant*
	6 carbon in pulp tanks	Nugget Pond Gold Plant*
	Surge tank	Nugget Pond Gold Plant*
	Stripping vessel	Nugget Pond Gold Plant*
	Barren strip solution tank	Nugget Pond Gold Plant*
	Pregnant strip solution tank	Nugget Pond Gold Plant*
	Electro-winning cell	Nugget Pond Gold Plant*
	Carbon regeneration washing vessel	Nugget Pond Gold Plant*
	Electric reactivation kiln	Nugget Pond Gold Plant*
	Quench tank	Nugget Pond Gold Plant*
	Attrition tank	Nugget Pond Gold Plant*
	Carbon holding tank	Nugget Pond Gold Plant*
	Sludge collection and drying oven	Nugget Pond Gold Plant*
	Flux addition mixing bin	Nugget Pond Gold Plant*
	Propane furnace	Nugget Pond Gold Plant*
	Screens	Nugget Pond Gold Plant*
	Filters	Nugget Pond Gold Plant*
	Pumps	Nugget Pond Gold Plant*
	Reagent mixing tanks	Nugget Pond Gold Plant*
	Conveyor(s)	Nugget Pond Gold Plant*
	Air compressor(s)	Nugget Pond Gold Plant*
	Associated piping, valves, fittings, electric cable and fittings	Nugget Pond Gold Plant*

SCHEDULE “D”

PERMITTED ENCUMBRANCES

(a) liens for taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of a Company (which for certainty, does not include any taxes, assessments and governmental charges assessed for any period of 2022 or 2023 or outstanding payment as at the date hereof);

(b) liens incurred or created in the ordinary course of business to a public utility, municipality or Governmental Authority in connection with development or operations pertaining to the Retained Assets which are not due, not outstanding as at the date hereof or the validity of which is being diligently contested in good faith by or on behalf of a Company;

(c) liens incurred or created in the ordinary course of business as security in favour of the Person who is conducting the development or operation of the property to which such liens relate for a Company's proportionate share of the costs and expenses of such development or operation and for which payment is not due or not outstanding as at the date thereof;

(d) mechanics', builders' and materialmen's liens in respect of services rendered or goods supplied for which payment is not due, not outstanding as at the date hereof or the validity of which is being diligently contested in good faith by or on behalf of a Company;

(e) easements, rights of way, road use agreements, crossing agreements, servitudes and other similar rights in land (including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables);

(f) the rights reserved to or vested in any Governmental Authority or other public authority by the terms of any lease, license, franchise, grant or permit or by any applicable Law, to terminate any such lease, license, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

(g) all applicable Law and rights of general application reserved to or vested in any Governmental Authority to regulate the Retained Assets in any manner, including requirements and limitations as to production rates or operations, or to levy taxes or any of them or the income therefrom;

(h) statutory exceptions to title and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals;

(i) any security held by any third party encumbering a Company's interest in and to the Retained Assets or any part or portion thereof, in respect of which Company delivers a discharge or no interest letter to the Purchaser at or prior to Closing;

(j) all royalty burdens, net smelter returns, net profit interests, liens, adverse claims, penalties, reductions in interests and other encumbrances which run with the land, and including those described in the electronic data room, but for certainty does not include any encumbrances arising through any Excluded Contracts;

(k) the terms and conditions of all title documents evidencing the mineral interests relating to the Retained Assets;

(1) trust obligations incurred in the ordinary course of business;

(m) all rights of first refusal, but for certainty does not include any rights of first refusal arising through any of the Excluded Contracts;

(n) any Encumbrances registered in respect of the Retained Liabilities;

(o) any defects or deficiencies in or affecting the title of a Company in and to any of the Retained Assets that are waived by the Purchaser; and

(p) any other circumstance, matter or thing disclosed in any Schedule hereto or contained in the electronic data room.

SCHEDULE "E"
RETAINED ASSETS

Schedule E - Retained Buildings and Contents

Retained assets include all property and contents contained within, and around, the below listed buildings.

Buildings and Contents
Description	General Location
Admin Building & Mine Dry	Near South Entrance
Maintenance Shops	Either Side of South Entrance
Effluent Treatment Plant	Within North Maintenance Shop
Core Logging and Core Storage Building	Developed/Relocated on Site as Needed
Storage and other Maintenance Buildings	Adjacent to Mine Portal
Scale/Scale House	Portable - Along Roadway at the North of the Site
Surface Fuel Storage	Depots on Site at Mine and Mill
Crusher and associated conveyors	West Side of Mill Area
Fine Ore Bin	Outside Gold Plant Building
Thickener/Leach Tanks (Owned by Maritime Resources through APA)	Adjacent to the Gold Plant Building
Concentrator Building	Adjacent to the Mill
Office Building	Near Access Road gate
Assay Laboratory	On Mill Site
Sewage Treatment Plant	North of Mill Parking Area
Warehouse Storage	Three Cold Storage Buildings on Mill Site
Security and Gate House	Near Main Gate by Access Road
Truck Scale	Yard Area East of the Concentrator Building
All materials and equipment at/in Boundary Shaft	Boundary shaft at Mine Site
All materials and equipment at/in the Ming Mine (unless Excluded)	Ming Mine Site
Reclaim and Fire Pump House	At the old Tailings Pond (Fly Pond), Adjacent to the Mill Building
Camp Pond Tailings Pumphouse and Pumps	At current tailings pond (Camp Pond)
Small Pumphouse	Near The Steady
Concentrate storage facility capable of handling approximately 10,000 wmt	Goodyear's Cove Port Site
Mobile conveyor loading system capable of loading up to 800 mtph	Goodyear's Cove Port Site
A nominal 1,200 litre, above-ground, double walled steel fuel storage tank	Goodyear's Cove Port Site
Tool trailer situated near dock	Goodyear's Cove Port Site
Grinding circuit	Inside Gold Plant Building
42 Person Camp Building, including Fixtures and Furniture	Ming Mine Site
Gold plant building	Mill site

Schedule E - Retained Moveable Equipment

Equipment	Moveable Equipment Serial Number
Atlas Copco Boomer 282	AVO10A386
Atlas Copco Boomer 282	AVO04A153
Atlas Copco Boomer 282	AVO08A034
Atlas Copco ST 1030	AV010X221
Atlas Copco ST 1030	AV011X072
Atlas Copco ST8B	DA15P0376
Atlas Copco ST7	TMG15URE0191
Atlas Copco ST14	TMG17URE0299
Macleans Blockholer	MEM-812-038
Marcotte M-40	M40
Macleans Scissor Lift	312-025
Walden Scissor Lift	2104
Getman A64	20126
Getman A64	020-126
Minecat MineCat	MC100G6581
Caterpillar 120G	87V09143
DUX P1 -Porter 785	1248
Sterling Boom truck
Roxor Roxor	A57AAAAEKJA002096
Roxor Roxor	A5ZAAAAAJA002170
Roxor Roxor	A5ZAAAAELJ002025
Roxor Roxor	A5ZAAAAAKJA002869
Roxor Roxor	A5ZAAAAEEL007313
Roxor Roxor	A5ZAAAAAJA002168
Roxor Roxor	A5ZAABAECKA00492
Toyota Hilux	JTELB71J304331814
Toyota Hilux	JTELB71J304332011
Toyota Hilux	JTELB71J104331830
Toyota Hilux	JTELB71J20B025022

Schedule E - Retained Moveable Equipment

Equipment	Moveable Equipment Serial Number
Toyota Hilux	JTELB71J60B028800
CAT 924G	DDA03485
CAT 950H	JAD01526
CAT 972H	A7J00507
CAT 924G	HXC02370
CAT 950G	K5K03296
2018 NISSAN TITAN	1N6AA1EJ7JN525101
2018 NISSAN TITAN	1N6AA1EJ2JN524552
2011 Caterpillar Front End Loader	950H
2019 CATERPILLAR R1700K LHD	0KT400163
Getman ANFO loader	A624
2011 Masaba Conveyor System	2312101
2011 Masaba Conveyor System	2011049
2011 Masaba Conveyor System	2011050
2011 Masaba Conveyor System	2011046
2011 Masaba Conveyor System	2011047
2017 Macleans Rock Bolter 975-425	975425
2016 Macleans Scissor Lift	312025
2019 Roxor Roxor	JMNCX252DM1
2019 Roxor Roxor	KMNCX252DM1
2019 Toyota	9773167
2000 Honda ATV	HondaTRX450
2016 Ford F150 Crewcab Pickup	1FTFW1EFXGFC41969
2009 Sterling L8500 Boom Truck	2FZHAWBS89AAH0320
2017 Nissan Rogue	SN1AT2MV6HC879765
2016 Ford F250 Pickup	1FT7W2BT8CEC59665
2014 GMC Terrain	2GKFLVEK6E6210274
2013 GMC Sierra	1GT424C82BF200519
2013 GMC Sierra 1500	3GTP2VEA3DG332698

Schedule E - Retained Moveable Equipment

Moveable Equipment
Equipment	Serial Number
Caterpillar Forklift DP40	3CN00013
2021 Kovatera KT200 Personnel Carrier	KT2007759
2021 Kovatera KT200 Personnel Carrier	KT2007760

Schedule E - Retained Real Property

Address	Assessment No.	Property Taxes Outstanding	Registrations
	155730	$ 2,384.20	Debenture - Sandstorm Gold Ltd.

Schedule E - Retained Software Subscriptions

Software	No. of Licenses	Payment Date	Notes
FIIX	11	12/21/2023
Deswik Cloud License Server		2/23/2023	All Deswik programs will require maintenance fees for new updates to run. Programstill runs with previous versions. $51k
Deswik.CAD	5	2/23/2023
Deswik underground database	2	2/23/2023
Deswik Scheduler	2	2/23/2022
Deswik Interactive Sceduler	2	2/23/2022
Deswik Mine Planning Software	1	2/23/2022
Printboss	1	12/31/2023
Sage	1	12/31/2023
Stonefield	1	12/31/2023
Ventsim	1	12/31/2023
Datamine Fusion Central	1	N/A	Update version unavailable until maitainance fees are paid. $54k
Datamine Studio EM	1	N/A
Datamine Studio RM	1	N/A
Datamine DH Logger	1	N/A
Microsoft and Email exchange	30	11/15/2023	Monthly payment plan

Schedule E - Retained Cash

Retained Cash
Description	Account No.	Principal Amount	Start Date	Maturity Date	Rate
Redeemable TD	142-118249-353	$ 518,351.11	8/29/2022	8/29/2023	2.75%
Redeemable TD	142-118249-355	$ 73,341.32	12/13/2022	12/13/2023	3.25%
Redeemable TD	142-118249-356	$ 1,167,513.79	4/5/2023	4/5/2024	4.50%
Redeemable GIC	142-118249-560	$ 1,098,880.00	7/29/2022	7/31/2023	2.00%
Redeemable GIC	142-118249-561	$ 94,330.78	7/29/2022	7/31/2023	1.75%
Redeemable GIC	142-118249-562	$ 1,366,178.77	5/19/2023	5/21/2024	4.70%
Redeemable GIC	142-118249-563	$ 129,127.19	8/4/2022	8/4/2023	1.75%

Schedule E - Retained Leases and Licenses

MINERAL LICENSES
License No.	License Holder	Claims	Issuance Date	License Renewal Date
010215M		20	9/Jan/95	9/Jan/24
022791M		4	15/Jan/15	15/Jan/25
023175M		13	19/Jun/00	19/Jun/23
023968M		21	3/May/16	2/Jun/26
023971M		6	2/Jun/16	2/Jun/26
027468M		142	7/Nov/19	7/Nov/24
MINE LEASE RENTALS
---	---	---	---	---	---
Identification	Ownership	Location	Issuance	Expiry Date
140			28/Nov/19	28/Nov/29
141			30/Oct/20	30/Oct/30
188		Rambler North	17/Feb/05	17/Feb/30
SURFACE LEASE RENTALS
---	---	---	---	---	---
Identification	Ownership	Location
121
122
163
CROWN LANDS LEASE
---	---	---	---	---	---
Identification	Ownership	Location	Issuance	Expiry Date
103359		(Crown easement for access road)	26/Nov/09	N/A
108189		(Crown easement for a transmission line) Nugget Pond	26/Nov/09	N/A
103388			26/Nov/09	N/A
108691			29/Aug/96	N/A

Schedule E - Retained Environmental Permits and Approvals

Identification	Ownership	Description	Issuance	Expiry Date	Notes
AA23-045695		Certificate of Approval	13/Apr/23	13/Apr/28
ALT11070-2020		Permit for Camp Pond Tailings Dam	17/Jul/20	N/A
ML-RMM-05		Mill License	20/May/20	20/May/25
N/A		Mine Development Plan and Rehabilitation and Closure Plan	9/Apr/18	9/Apr/23
N/A	Rambler Metals and Mining Limited	Amendment to Mine Development Plan and Rehabilitation and Closure Plan - Camp Pond	20/Nov/18	20/Nov/23
N/A	Rambler Metals and Mining Limited	Waste Management Plan	16/Oct/18	13/Apr/28	Reviewed annually
N/A	Rambler Metals and Mining Limited	Environmental Contingency Plan	16/Oct/18	13/Apr/28	Reviewed annually
N/A	Rambler Metals and Mining Limited	Environmental Protection Plan	16/Oct/18	13/Apr/28	Reviewed annually
WUL-19-10347	Rambler Metals and Mining Limited	Water Use License - Milling Operations	26/Jun/19	6/Jun/24	Outstanding fees of CAD$108K
	Rambler Metals and Mining Limited	Water Use License - Mining Operations			Rambler to apply for license

SCHEDULE “F”
RETAINED CONTRACTS AND SPECIFIED ARREARS

Schedule F - Retained Contracts

Country (section)	Date of Contract	Description
	2/20/2019	Contract for various lubrication equipment at the maintenance shop. Contract provides for the equipment to remain on site so long as all lubricants are purchased through Hutchings.
	4/12/1987	Lundrigan/Morgan Royalty; 2% NSR: Mining Lease 140 (4444, predecessor license of 3081 by subsequent groupings); Property: Nugget Pond Mine – Joint Venture Agreement.
	1/20/2006	Royalty Assignment Agreement pursuant to which Morgan Mineral Inc., the holder of a 1% NSR interest in the Nugget Pond Mine, assigns one quarter of its right, title and interest in the NSR to Keith Morgan.
	1/20/2006	Royalty Assignment Agreement pursuant to which Morgan Mineral Inc., the holder of a 1% NSR interest in the Nugget Pond Mine, assigns one quarter of its right, title and interest in the NSR to Lorraine Williamson.
	4/15/1993	Purchase and Royalty Agreement respecting Mineral Licence 3868 granting 2% NSR Royalty over the property to Homestake Canada Inc.
	10/1/2008	Royalty Deed and Assignment respecting April 15, 1993 Royalty Agreement between Homestake Canada Inc. and Ming Minerals
	10/1/2008	Royalty Deed and Assignment transferring Homestake royalty from Barrick Gold Inc. to RGLD Gold Canada, Inc.
	9/2/1999	Amendment Agreement respecting Mineral Licence 3868 which amends the April 15, 1993 Purchase and Royalty Agreement with the effect of reducing the royalty to a 1% NSR royalty
	2/7/1997	NME Little Deer Royalty; 1% NSR over Mineral Licence 010215M pursuant to an unregistered agreement (as amended).
	10/11/2013	Cornerstone NSR; 0.75% NSR over Mineral Licence 10215M pursuant to Purchase and Royalty Agreement.
		Contract to provide propane tanks and propane delivery.
	2/23/2011	Access to Wolf Cove-Goodyear's Cove Dock Area. Amount outstanding of $61,875 will be an Excluded Liability, however, this may be a priority payable with the ability to participate in a claims process.
	7/29/2016	Lease of Load Out Facility at Wolf Cove (Goodyear's Cove). Amount outstanding of $7,214 and will be paid for by the Successful Bidder after the closing of the transaction.
	12/20/2021	Lease of 2021 Kovatera KT200, Serial Number KT2007759 (Lease No. 5559)
	10/29/2021	Lease of 2021 Kovatera KT200, Serial Number KT2007760 (Lease No. 5560)
	12/2/2022	Service Fee Agreement
	12/7/2022	Energy Industries Insurance Coverage Policy (Policy Number 37114197)
	12/7/2022	Commercial Excess and Umbrella Insurance Policy (Policy Number (22)79857661)
	12/7/2022	Equipment Breakdown Insurance Policy (Policy Number EBO 053349897)
	12/7/2022	Commercial Coverage Policy (Policy Number 37112344)
	12/7/2022	Automobile Insurance Policy (Policy Number RF9697720)
	10/19/2023	1948 Promissory Note
10/19/2023	$12M Promissory Note
10/19/2023	$18M Promissory Note
10/19/2023	Interim Note
	Purchase Payment Note
10/19/2023	Executive Employment Contract
4/22/2022	Executive Employment Contract

Schedule F - Specified Arrears

No.	Supplier	Description	Amount ($CAD)
1			$ 7,213.95
2	IRC - Jul 22	Royalty payment	$ 19,421.72
3		Taxes withheld on Jul 2022 royalty payment	$ 4,855.44
4	IRC - Oct 22	Royalty payment	$ 15,259.56
5
9		Amounts owing under Insurance Policies	$ 44,602.55
		Taxes withheld on Oct 2022 royalty payment	$ 3,814.90
			$ 95,168.12

SCHEDULE “G”
MING MINE

SCHEDULE G – DESCRIPTION OF THE COLLATERAL MINING PROPERTIES
PART 1 – THE MING MINE PROPERTY

The is comprised of the following mineral titles:

three map-staked mineral licences, being Mineral Licence 023175M (formerly 014692M), 023968M, and 023971M; and
two mining leases being Mining Lease No 141 (4532) and Mining Lease 188 (10241M),

all registered in the name of [redacted], (collectively, the “Titles”). See Map of Mineral Titles below.

The Property is comprised of the following surface leases:

Surface Lease no. 121
Surface Lease non. 122

all registered in the name of and (collectively, the “Surface Titles” and together with the Mineral Titles the Property”).

A-1

AI assistant

FireFly Metals Ltd. — M&A Activity 2024

48548_rns_2024-12-03_f4ba940c-4fbc-4d0f-bbd2-3e3d6c0eb903.pdf

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

BETWEEN

WHEREAS:

ARTICLE 1

1.1 Definitions

1.2 Certain Rules of Interpretation

1.3 Entire Agreement

1.4 Schedules

ARTICLE 2 PURCHASED SHARES

2.1 Subscription for Purchased Shares

2.2 Purchase Price and Payment

2.3 Allocation

2.4 Payment of Certain Liabilities

2.5 Retained Assets and Retained Liabilities; Transfer of Excluded Assets and Excluded Liabilities to

2.6 Deposit

2.7 Operating Expenses Reimbursement After Specified Date

2.8 Purchaser Access to the Business

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Companies

3.2 Representations and Warranties of the Purchaser

ARTICLE 4

CLOSING

4.1 Date, Time and Place of Closing

4.2 Formation of NewCo

4.3 Closing Sequence

4.4 Delivery of the Monitor’s Certificate

4.5 The Companies’ Closing Deliveries

4.6 Purchaser’s Closing Deliveries

ARTICLE 5

5.1 Issues of Purchaser Shares

ARTICLE 6

6.1 Conditions for the Benefit of the Companies

6.2 Conditions for the Benefit of the Purchaser

6.3 Mutual Conditions for the Benefit of the Companies and the Purchaser

6.4 Non-Satisfaction of Conditions

ARTICLE 7

7.1 Payments in Respect of Excluded Assets

7.2 Access to Books and Records

7.3 Retained Insurance Policies

7.4 Motions and Approval and Vesting Order Generally

7.5 Covenants of the Companies Interim Period Actions

7.6 Covenants of the Purchaser re Shareholder Approval and Capital Raise

ARTICLE 8

TAX MATTERS

8.1 Tax Matters

ARTICLE 9

EMPLOYEE MATTERS

9.1 Employee Matters

ARTICLE 10

10.1 Court Orders and Related Matters

11.2 Effect of Termination

ARTICLE 12

12.1 Tax Returns

12.2 Public Announcements

12.3 Injunctive Relief

12.4 Release by the Purchaser

12.5 Release by the Companies

12.6 Non-Recourse

12.7 Monitor's Capacity

12.8 Expenses

12.9 Notices

12.10 Time of Essence

12.11 Successors and Assigns

12.12 Assignment

12.13 Waiver and Amendment

12.14 Survival

12.15 Further Assurances

12.16 Severability

12.17 Specific Performance

12.18 Governing Law

12.19 Attornment

12.20 No Liability; Monitor Holding or Disposing Funds

12.21 Third Party Beneficiaries

12.22 Counterparts

12.23 Language

FireFly Metals Ltd. M&A Activity 2024