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AGENCY AGREEMENT

February 4, 2026

Fredonia Mining Inc. 82 Richmond St. Est. Toronto, Ontario, M5C 1P1

Attention: Estanislao Auriemma, Chief Executive Officer

Dear Sir:

Cormark Securities Inc., as sole agent and bookrunner (the Agent ), understands that Fredonia Mining Inc. (the Company ) intends to create, issue and sell up to 17,500,000 units of the Company (each, a Unit ), after giving effect to the Option (as defined below), having the terms described herein, at a price of \$0.40 (the Offering Price ) per Unit, for gross proceeds to the Company of up to \$7,000,000 (the Offering ), of which: (i) up to 7,550,000 Units (the LIFE Units shall be offered pursuant to the Listed Issuer Financing Exemption (as defined below); and (ii) the remaining 9,950,000 Units shall be offered pursuant to available exemptions from the prospectus and registration requirements of Applicable Securities Laws (as defined Non-LIFE Units Offered Units ).

The Company granted the Agent an option (the Option ) to increase the size of the base offering of 15,000,000 Units (for gross proceeds of up to \$6,000,000) by up to an additional 2,500,000 Units on the same terms and conditions and for additional gross proceeds of up to \$1,000,000. The Option was exercisable, in whole or in part, by the Agent in its sole discretion, any time prior to the Closing Date (as defined below) and was exercised in full by the Agent on February 2, 2026. All references herein to Non-LIFE Units, Offered Units, Unit Shares, Warrants and Warrant Shares shall include such securities issuable on the exercise in full of the Option.

Each Unit shall consist of one Unit Share (as defined below) and one-half of one Warrant (as defined below). The Warrants will be issued pursuant to and governed by a warrant indenture (the Warrant Indenture ) between the Company and TSX Trust Company TSX Trust , as warrant agent, dated the Closing Date. Each Warrant will entitle the holder thereof to receive upon exercise, and subject to adjustments in certain circumstances as set out in the Warrant Indenture, one Warrant Share (as defined below) at a price of \$0.56 per Warrant Share, for a period of 36 months from the Closing Date. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement (as defined below) and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The LIFE Units will be offered for sale in each of the provinces of Canada other than Québec on a private placement basis in reliance on the listed issuer financing exemption from the prospectus requirements available under Part 5A.2 of NI 45-106 (as defined below), as amended by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer

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Financing Exemption (the Listed Issuer Financing Exemption ). The Company and the Agent agree that any offers to sell or sales of the Offered Units to, or for the account or benefit of, persons in the United States (as defined below) and U.S. Persons (as defined below), shall: (i) be made in compliance with Schedule attached hereto, which forms part of this Agreement and allows for the Agent, acting through its U.S. Affiliate (as defined below), to offer the Offered Units for sale by the Company to Qualified Institutional Buyers (as defined below) in accordance with Rule 506(b) of Regulation D, (ii) be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined below), and (iii) be conducted through the U.S. Affiliate in compliance with applicable United States federal securities laws and securities laws of any state of the United States. The Offered Units may also be distributed in Selling Jurisdictions (as defined below) outside of Canada and the United States in such jurisdictions as the Company and the Agent may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction. The Company acknowledges and agrees that the Agent may, but is not obligated to, purchase any of the Offered Units as principal.

For the purposes of relying on the Listed Issuer Financing Exemption, the Company has prepared and filed an amended and restated offering document dated January 26, 2026 in respect of the Offered Units issued pursuant to the Listed Issuer Financing Exemption which satisfies the requirements of NI 45-106, including those of Form 45-106F19 (the Offering Document ), and filed the Prescribed News Releases (as defined below) dated January 23, 2026 and January 26, 2026 announcing the Offering.

In consideration of the services to be rendered in connection with the Offering, the Company agrees to pay the Fee (as defined below) and issue the Broker Warrants (as defined below) to the Agent on the Closing Date, all as more particularly set out in this Agreement.

The Company agrees that the Agent will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as its agents to assist with the Offering in the Selling Jurisdictions and that the Agent may determine the remuneration payable by the Agent to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Fee payable to the Agent under this Agreement.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. INTERPRETATION

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

Affiliates means affiliates of the Agent;

Agent has the meaning ascribed thereto on the face page of this Agreement;

Expenses has the meaning ascribed thereto in Section 10.1;

Fee has the meaning ascribed thereto in Section 12.1;

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Option has the meaning ascribed thereto on the face page of this Agreement;
Agreement means this agency agreement resulting from the acceptance by the Company of the offer made by the Agent hereby;
Applicable Anti-Money Laundering Laws has the meaning ascribed thereto in Section 5.1(ggg);
Applicable Securities Laws means, as applicable, collectively, the securities laws, regulations, rules, rulings, orders and prescribed forms in each of the Selling Jurisdictions, and published policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions;
Broker Securities means, collectively, the Broker Warrants and the Broker Warrant Shares;
Broker Warrant Certificates means the definitive certificates representing the Broker Warrants issuable to the Agent in connection with the Offering;
Broker Warrant Share means a Common Share issuable upon exercise of a Broker Warrant;
Broker Warrants has the meaning ascribed thereto in Section 12.2;
Canadian Securities Laws means, collectively, all Applicable Securities Laws of each of the Selling Jurisdictions in Canada;
Closing means the completion of the sale of the Offered Units as contemplated by this Agreement and the Subscriber Questionnaires;
Closing Date means February 4, 2026, or such other date as the Company and the Agent may agree;
Closing Time means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Company and the Agent may agree;
Common Shares means common shares in the capital of the Company;
Company has the meaning ascribed thereto on the face page of this Agreement;
EDM Project eleven mining claims and ten declarations of discovery covering approximately 5,793 hectares, together with any licences, leases (including surface leases), Permits, assets, infrastructure and other property associated therewith, located in the Subsidiaries, 5R S.A. and Minera Fredonia S.A., as further described in the EDM Technical Report and the Public Disclosure Record;
EDM Technical Report prepared in accordance with NI 43-101 and Maiden Mineral Resource Estimate on the El Dorado Monserrat Property, Gold and Silver

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, prepared for the Company and as filed on December 24, 2024, with an effective date of November 8, 2024;

Employee Plans has the meaning ascribed thereto in Section 5.1(kkk);

Engagement Letter means the engagement letter between the Agent and the Company dated January 23, 2026, as amended by an amendment agreement dated January 26, 2026;

Environmental Law means any applicable federal, provincial, state, municipal and local law, statute, ordinance, by-law, regulation, order, directive and decision rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, relating to the protection of the environment, occupational and human health and safety, including those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or release, or the threat of the same, of Hazardous Substances, and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances;

Financial Statements means the audited consolidated financial statements of the Company for the years ended September 30, 2025 and 2024, including the notes thereto and the auditor s report thereon, prepared in accordance with IFRS;

Government Official has the meaning ascribed thereto in Section 5.1(fff);

Governmental Entity means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

Gross Proceeds means the aggregate gross proceeds from the issuance and sale of the Offered Units under the Offering (including, for certainty, any Offered Units sold pursuant to any exercise of the Option);

Hazardous Substance means any substance, material, pollutant, contaminant, chemical, or industrial, toxic or hazardous waste that is prohibited, controlled, regulated, defined or designated by any Governmental Entity pursuant to Environmental Laws;

IFRS means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

including means including without limitation (and include or includes have similar extended meanings);

Indemnitor has the meaning ascribed thereto in Section 9.1;

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LIFE Units has the meaning ascribed thereto on the face page of this Agreement;
Listed Issuer Financing Exemption has the meaning ascribed thereto on the face page of this Agreement;
Material Adverse Effect means, with respect to an entity, any effect, event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (i) the business, operations, results of operations or condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or prospects of such entity; or (ii) the ability of such entity to consummate the transactions contemplated under the Offering;
Mineral Properties means, collectively, all of the mineral properties and projects held by the Company and the Subsidiaries, including the EDM Project, the El Aguila property, the Hornía (Petrificados) property and the Anita property, each as more particularly described in the Public Disclosure Record;
misrepresentation , material fact , material change , affiliate , associate , and distribution have the respective meanings ascribed thereto in the Securities Act (Ontario);
Net Proceeds means the Gross Proceeds less an amount equal to the sum of the Fee, the Expenses, and if applicable, any portion of the Gross Proceeds that were direct settled between any Purchasers and the Company;
NI 43-101 means National Instrument 43-101 Standards of Disclosure for Mineral Projects;
NI 45-102 means National Instrument 45-102 Resale of Securities;
NI 45-106 means National Instrument 45-106 Prospectus Exemptions;
NI 51-102 means National Instrument 51-102 Continuous Disclosure Obligations;
Non-LIFE Units has the meaning ascribed thereto on the face page of this Agreement;
OBCA Business Corporations Act (Ontario), as amended;
Offered Units has the meaning ascribed thereto on the face page of this Agreement;
Offering has the meaning ascribed thereto on the face page of this Agreement;
Offering Document has the meaning ascribed thereto on the second page of this Agreement;
Offering Price has the meaning ascribed thereto on the face page of this Agreement;
Permit means any licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any Governmental Entity under applicable laws, including Environmental Laws;

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person includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;
Personnel has the meaning ascribed thereto in Section 9.1;
Prescribed News Releases means each of the news releases of the Company dated January 23, 2026 and January 26, 2026, issued and filed in accordance with the requirements of the Listed Issuer Financing Exemption;
Public Disclosure Record means, collectively, all of the documentation which has been filed by or on behalf of the Company with the relevant Securities Regulators pursuant to the requirements of Canadian Securities Laws, including on SEDAR+, including all news releases, material change reports (excluding any confidential material change report), annual information forms, business acquisition reports, management s discussion and analysis, management information circulars, technical reports and financial statements of the Company;
Purchasers means the purchasers of Offered Units pursuant to the Subscriber Questionnaires in connection with the Offering, and each such purchaser, a Purchaser ;
QIB Letter means the Qualified Institutional Buyer Letter attached as Exhibit A to the U.S. Private Placement Memorandum;
Qualified Institutional Buyer means a qualified institutional buyer , as such term is defined in Rule 144A under the U.S. Securities Act, that is also a U.S. Accredited Investor;
Regulation D means Regulation D under the U.S. Securities Act;
Regulation S means Regulation S under the U.S. Securities Act;
Sanctions 5.1(hhh);
Sanctioned Countries 5.1(hhh);
SEC means the United States Securities and Exchange Commission;
Securities means, collectively, the Offered Units, Unit Shares, Warrants, and Warrant Shares;
Securities Regulator means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;
SEDAR+ means the System for Electronic Data Analysis and Retrieval +;
Selling Jurisdictions means, collectively, (i) all of the provinces of Canada other than Québec, (ii) the United States, and (iii) such other jurisdictions outside of Canada and the United States as mutually agreed between the Company and the Agent, provided that such sales are completed in

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such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document in such other jurisdictions and do not give rise to any disclosure obligations or submission to the jurisdiction in such other jurisdictions on the part of the Company;
Subscriber Questionnaires means the form of subscriber questionnaire agreed to by the Company and the Agent, to be completed by each Purchaser of Offered Units, which includes certain information regarding, and the deemed representations of, such Purchasers;
Subsidiaries means, collectively, all of the subsidiaries of the Company, including Fredonia Management Limited, Seis R Assets Limited, Minera Fredonia S.A. and 5R S.A.;
subsidiary has the meaning ascribed thereto in the OBCA;
Taxes has the meaning ascribed thereto in Section 5.1(ooo);
Transaction Documents means, collectively, this Agreement, the Warrant Indenture, and the Broker Warrant Certificates;
TSX Trust has the meaning ascribed thereto on the face page of this Agreement;
TSXV means the TSX Venture Exchange;
TSXV Listing means listing on the TSXV of the Unit Shares, Warrant Shares, and Broker Warrant Shares issuable in connection with the Offering;
TSXV Listing Approval means the conditional approval of the TSXV for the TSXV Listing;
Unit Share means a Common Share partially comprising each Unit;
United States means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
Units has the meaning ascribed thereto on the face page of this Agreement;
U.S. Accredited Investor means an accredited investor within the meaning of Rule 501(a) of Regulation D;
U.S. Affiliate the United States registered broker-dealer affiliated with or appointed by the Agent to make offers of Offered Units on behalf of the Agent for sale by the Company to, or for the account or benefit of, persons in the United States and U.S. Persons;
U.S. Private Placement Memorandum the U.S. private placement memorandum for the offer and sale of Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons, in the form agreed to by the Company and the Agent, and shall include, for greater certainty, the Offering Document, the Subscriber Questionnaire and the Qualified Institutional Buyer Letter attached as Exhibit A;
U.S. Person means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

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U.S. Purchaser means (a) any Purchaser that is in the United States or a U.S. Person or that is acting for the account or benefit of a person in the United States or a U.S. Person, (b) any Purchaser that receives or received an offer of the Offered Units while in the United States, or (c) any Purchaser that was (or its authorized signatory was) in the United States at the time the Purchaser s buy order was made or the Purchaser s Subscriber Questionnaire and Qualified Institutional Buyer Letter was executed or delivered; provided, however, that U.S. Purchaser shall not include persons excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts;
U.S. Securities Act means the United States Securities Act of 1933, as amended;
Warrant means a Common Share purchase warrant of the Company, one-half of one Warrant partially comprising each Unit;
Warrant Indenture has the meaning ascribed thereto on the face page of this Agreement; and
Warrant Share means a Common Share issuable upon exercise of a Warrant.
1.2 Knowledge of the Company. Where used in this Agreement, to the knowledge of the Company or similar wording means to the best of the knowledge, information and awareness of the Chief Executive Officer and Chief Financial Officer of the Company after having made due and applicable inquiries and investigations in connection with such facts and circumstances that would ordinarily be made by senior officers of resource exploration and development companies of similar size to the Company in the discharge of their duties.
1.3 Division and Headings. The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.
1.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of Ontario.
1.5 Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
1.6 Schedules. Schedule Compliance with United States Securities Laws, as attached to this Agreement, is deemed to be a part of this Agreement and is hereby incorporated by reference herein.

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2. NATURE OF TRANSACTION

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agent hereby agrees to act, and upon acceptance hereof, the Company hereby appoints the Agent, as its exclusive agent, to offer for sale by way of private placement on a best efforts basis, without underwriter liability, the Offered Units to be issued and sold pursuant to the Offering and the Agent agrees that it will only solicit and arrange for purchasers of Offered Units in the Selling Jurisdictions, in accordance with Applicable Securities Laws, and only to such Purchasers and in such a manner which will not trigger any obligation for the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws (other than the Offering Document and Prescribed News Releases filed under Canadian Securities Laws) or otherwise comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada. It is understood and agreed by the Company and the Agent that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units.
2.2 United States Sales. The parties to this Agreement acknowledge that the Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. Accordingly, the Company and the Agent agree that any offers and sales of Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons shall be conducted only in the manner specified in Schedule of this Agreement. All actions to be undertaken by the Agent in the United States in connection with the matters contemplated herein shall be undertaken through the U.S. Affiliate.
2.3 Filings. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Units so that the distribution of the Offered Units may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions (other than, with respect to the LIFE Units, the Offering Document and Prescribed News Releases filed under Canadian Securities Laws), and the Agent agrees to assist the Company in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.
2.4 Solicitation of Orders. Neither the Company nor the Agent shall: (i) provide to prospective purchasers of the Offered Units any document or other material that would constitute an offering memorandum (other than, with respect to the LIFE Units, the Offering Document) or future-oriented financial information within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general

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advertising in connection with the offer and sale of the Offered Units, including but not limited to, causing the sale of the Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Units whose attendees have been invited by general solicitation or advertising.

2.5 Legends. Subject to compliance with the requirements of Applicable Securities Laws, including, without limitation, the requirements of the Listed Issuer Financing Exemption, the Unit Shares and Warrants comprising the LIFE Units, as well as the Warrant Shares issuable upon exercise of the Warrants partially comprising the LIFE Units, shall be issued without any restriction on resale in Canada; it being understood that despite reliance upon the Listed Issuer Financing Exemption, if required by the policies of the TSXV, such securities shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, such legend as may be required under the policies of the TSXV.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

3.1 The Agent hereby represents, warrants and covenants to the Company, as at the Closing Time, that:
(a) it has all requisite power and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(b) it will conduct activities in connection with arranging for the sale and distribution of the Offered Units in compliance with all Applicable Securities Laws and the provisions of this Agreement;
(c) it and its Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Units whose attendees have been invited by any general solicitation or general advertising;
(d) it has not solicited, and will not solicit, offers to purchase or sell the Offered Units so as to require the filing of a prospectus, registration statement or other offering document (other than, with respect to the LIFE Units, the Offering Document and Prescribed News Releases filed under Canadian Securities Laws) with respect thereto under the laws of any jurisdiction; and
(e) it is duly registered pursuant to the provisions of Applicable Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by

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this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed or, with respect to actions undertaken in the United States and/or with respect to U.S. Purchasers, through a U.S. Affiliate; and
(f) the Agent shall require that any members of a selling group, if any, shall comply with the terms of this Agreement as applicable to the Agent.
3.2 The Agent acknowledges that the Broker Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Broker Warrants may not be exercised by, or on behalf of, a person in the United States or a U.S. Person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. In connection with the issuance of the Broker Securities, the Agent represents and warrants that (i) it is not in the United States or a U.S. Person and it is not acquiring the Broker Securities for the account or benefit of a person in the United States or a U.S. Person, (ii) this Agreement was executed and delivered outside the United States, and (iii) it is acquiring the Broker Securities as principal for its own account and not for the benefit of any other person. The Agent agrees that it will not engage in any Directed Selling Efforts (as defined in Schedule ) with respect to any Broker Securities.

4. COVENANTS OF THE COMPANY

4.1 The Company hereby covenants to the Agent and to the Purchasers, as applicable, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Offered Units and the completion of the Offering, as follows:
(a) the Company will allow the Agent and their representatives the opportunity to conduct all due diligence which the Agent may reasonably require to be conducted prior to the Closing Time and will make available its directors, senior management, technical advisors and legal counsel to answer the questions of the Agent in due diligence meetings to be conducted prior to the Closing Time;
(b) the Company shall duly execute and deliver, at or prior to the Closing Time, the Transaction Documents and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;
(c) the Company shall use its commercially reasonable efforts to fulfill or cause to be fulfilled, at or prior to the Closing Time, each of the conditions set out in Section 6;
(d) the Company shall ensure that the Unit Shares, Warrant Shares, and Broker Warrant Shares, upon issuance, are duly and validly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;
(e) the Company shall ensure that the Warrants, upon issuance, are duly and validly created and issued, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;

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(f) the Company shall ensure that the Broker Warrants, upon issuance, are duly and validly created and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;
(g) the Company shall use the net proceeds of the Offering and other available funds on a basis consistent with that described in the Offering Document;
(h) the Company shall retain TSX Trust as warrant agent in respect of the Warrants under the Warrant Indenture;
(i) for a period of two years following the Closing Date, the Company shall use its commercially reasonable efforts to remain a reporting issuer under Canadian Securities Laws, not in default of any material requirement of such Canadian Securities Laws, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a reporting issuer, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);
(j) the Company shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV, and to not take any action for a period of two years after the Closing Date which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSXV or on or from any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company graduating to the Toronto Stock Exchange or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of the Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);
(k) the Company will not issue any Common Shares or securities convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Agent, such consent not to be unreasonably withheld, except in conjunction with (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other stock-based compensation arrangements including, for greater certainty the sale of any shares issued thereunder; (ii) the exercise or conversion of outstanding convertible securities; and (iii) any

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obligations in respect of existing agreements or as otherwise previously announced by the Company;
(l) the Company shall use its commercially reasonable efforts to cause each of the directors and officers of the Company to agree, in a lock-up agreement to be executed concurrently with Closing, that for a period of 90 days from the Closing Date, each will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company and other than any sales of any shares in connection with the exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company;
(m) the Company shall use its commercially reasonable efforts to ensure the TSXV Listing Approval is obtained prior to the Closing Date;
(n) the Company shall use its commercially reasonable efforts to obtain all consents, including approvals, Permits, authorizations or filings as may be required under applicable corporate laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Company of its obligations under the Transaction Documents, as applicable;
(o) the Company will execute and file with the Securities Regulators and the TSXV all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws and the policies of the TSXV in respect of the Offering, in the time required by Applicable Securities Laws and the policies of the TSXV, including for greater certainty, Form 45-106F1 of NI 45-106, Form 72-503F, and any other forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to the closing conditions set forth in Section 6, as are required to be filed by the Company; and
(p) the Company shall forthwith notify the Agent of any breach of any covenant contained in the Transaction Documents by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in the Transaction Documents is or has become untrue or inaccurate in any material respect.

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5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1 The Company hereby represents and warrants to the Agent and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the issuance and sale of the Offered Units and the completion of the Offering, as follows:

The Offering

(a) The Company has all requisite corporate power and authority necessary to create, issue and sell, as applicable, the Offered Units, the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants, and the Broker Warrant Shares and to enter into each of the Transaction Documents and to perform its obligations hereunder and thereunder.
(b) Other than customary post-closing filings required to be submitted within the applicable timeframe pursuant to Applicable Securities Laws, all consents, approvals, Permits, authorizations or filings as may be required under Canadian Securities Laws or other applicable laws for: (i) the execution and delivery of the Transaction Documents; (ii) the performance of its obligations hereunder and thereunder; and (iii) the creation, issue and sale of the Offered Units, the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants, and the Broker Warrant Shares, as applicable, have been made or obtained by the Company.
(c) Each of the execution and delivery of the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, as applicable, the creation, issue and sale of the Offered Units, the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants, and the Broker Warrant Shares, and the consummation of the transactions contemplated in the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute, rule or regulation applicable to the Company or the Subsidiaries, including under Canadian Securities Laws; (ii) the constating documents or resolutions of the Company or the Subsidiaries which are in effect at the date hereof; (iii) any mortgage, note, indenture, contract, agreement, partnership, instrument, or other document to which the Company or any of the Subsidiaries is a party or by which it is bound; or (iv) any judgment, decree or order binding on the Company or the Subsidiaries.
(d) Each of the Transaction Documents has been duly authorized and executed by the Company and each constitutes a valid and binding obligation of the Company and each shall be enforceable against the Company in accordance with its respective terms by the other parties thereto, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and by the fact that

{14}------------------------------------------------

rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.
(e) All necessary corporate action has been taken by the Company to: (i) create, issue and sell the Offered Units, Unit Shares, and Warrants; (ii) authorize the issuance of the Warrant Shares issuable upon exercise of the Warrants; (iii) create and issue the Broker Warrants; (iv) authorize the issuance of the Broker Warrant Shares issuable upon exercise of the Broker Warrants; and (v) consummate the transactions contemplated in the Transaction Documents.
(f) No notices, reports or other filings are required to be made by the Company with, nor are any consents, approvals, registrations, Permits, orders or authorizations required to be obtained by the Company from, any third party or Governmental Entity in connection with the execution and delivery of the Transaction Documents, the performance of its obligations hereunder or thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, other than: (i) the approval of the Offering by the TSXV; and (ii) such filings, registrations and other actions required under Applicable Securities Laws as are contemplated by this Agreement.
(g) Other than in respect of the Agent pursuant to this Agreement, the Company has not retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder in connection with the Offering.
(h) Other than the Company, there is no person that is or will be entitled to the proceeds of the Offering under the terms of any material agreement, debt instrument or other document or instrument to which the Company is a party.
(i) During the 12 months immediately before the date of the Prescribed News Releases, the Company has not raised any funds using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than in the Offering.
(j) The Company is and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately before the date of the Prescribed News Releases.
(k) The Common Shares are listed for trading on the TSXV, being an exchange recognized by a Securities Regulator in a jurisdiction of Canada.
(l) The Company is not, and during the 12 months immediately before the date of the Prescribed News Releases, the Company or any person with whom the Company completed a restructuring transaction (as defined in NI 51-102) was not, either of the following: (i) an issuer whose operations have ceased, or (ii) an issuer whose principal asset is cash, cash equivalents, or its exchange listing, including, for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person.

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(m) The Company has filed all periodic and timely continuous disclosure documents that are required to have been filed pursuant to: (i) Canadian Securities Laws, (ii) an order issued by a Securities Regulator in Canada, and (iii) an undertaking to a Securities Regulator in Canada.
(n) The Company will not allocate the proceeds of the Offering and other available funds disclosed in the Offering Document to the following: (i) an acquisition that is a significant acquisition under Part 8 of NI 51-102, (ii) a restructuring transaction (as defined in NI 51-102), and (iii) any other transaction for which the Company seeks approval of any security holder.
(o) The total dollar amount of the sale of LIFE Units under the Offering, in combination with the dollar amount of all other offerings made under the Listed Issuer Financing Exemption in the 12 months immediately preceding the date of the Prescribed News Releases, will not exceed \$25,000,000.
(p) The sale of LIFE Units under the Offering, including the Warrant Shares issuable on exercise of the Warrants partially comprising the LIFE Units, will not result in an increase of more than 50% of the outstanding Common Shares as of the date of the Prescribed News Releases.
(q) The completion of the Offering will not result in a new control person and will not result in a person acquiring beneficial ownership of, or exercising control or direction over, such number of the Common Shares that would result in such person being entitled to elect a majority of the directors of the Company.
(r) The Company reasonably expects that, on completion of the Offering, the Company will have sufficient available funds to meet its business objectives and liquidity requirements for a period of 12 months following the Closing Date.
(s) All information and statements contained in the Offering Document are true and correct in all material respects. The Offering Document, together with any document filed under Canadian Securities Laws on or after January 26, 2025, contains disclosure of all material facts relating to the securities being distributed in the Offering and does not contain a misrepresentation. The Offering Document complies with the requirements of Canadian Securities Laws.

General

(t) The Company is a company duly incorporated, validly existing and in good standing under the laws of Ontario and has all requisite corporate power and capacity to own, lease and operate its properties and assets and to carry on its business as now being conducted, including with respect to the Mineral Properties.
(u) The Company's only subsidiaries are the Subsidiaries, and all of the shares of the Subsidiaries are held directly or indirectly by the Company, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands, and the Company is entitled to the full beneficial ownership of all such

{16}------------------------------------------------

shares in each of the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid shares and no person, other than the Company, has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase or acquisition from the Company of any interest in any of such shares, or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares. Each of the Subsidiaries is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and capacity to own, lease and operate its properties and assets and to carry on its business as now being conducted, including with respect to the Mineral Properties, as applicable.

(v) The Company is authorized to issue an unlimited number of Common Shares, of which, as at the close of business on February 3, 2026, 47,185,301 Common Shares were issued and outstanding as fully paid and non-assessable.
(w) Other than: (i) in connection with the Offering; and (ii) 13,240,513 Common Share purchase warrants of the Company and 4,555,000 stock options of the Company outstanding as at the close of business on February 3, 2026, no person has any agreement, option or right to acquire or capable of becoming an agreement for the purchase or acquisition of any of the unissued Common Shares or any other securities of the Company or the Subsidiaries, and there are no other outstanding securities or instruments which are convertible into or exchangeable for Common Shares.
(x) There is no agreement in force or effect which in any manner affects the voting or control of any of the securities of the Company.
(y) The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect on the business practices, operations or condition of the Company.
(z) The Company is not in violation of the provisions of its constating documents or resolutions or any statute or any order, rule or regulation of any court or governmental agency or both having jurisdiction over it or any of its operations, which violation or the consequences thereof would, alone or in the aggregate, have a Material Adverse Effect on the Company.
(aa) There are no material loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances, liabilities (contingent or otherwise), or indebtedness given, made or incurred by or on behalf of the Company or the Subsidiaries, or outstanding, and no person has given any guarantee of or security for any facility granted to the Company or the Subsidiaries, respectively.

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(bb) and British Columbia, and is in compliance in all material respects with all of its obligations under Canadian Securities Laws. The Company is not the subject of any investigation by any stock exchange or any other securities regulatory authority or body, is current with all filings required to be made by it under applicable Canadian Securities Laws and corporate legislation except for any failure to make any such filing as would not reasonably be expected to have a Material Adverse Effect on the Company, and is not aware of any material deficiencies in the filing of any documents or reports with any stock exchange or securities regulatory authority or body.
(cc) The Company is not subject to any cease trade or other order of any regulatory authority and no investigation or other proceedings involving the Company which may operate to prevent or restrict trading of any securities of the Company are currently in progress or, to the knowledge of the Company, pending before any regulatory authority.
(dd) The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on the TSXV and, to its knowledge, the Company is currently in compliance with the rules and policies of the TSXV.
(ee) All filings and fees required to be made and paid by the Company pursuant to applicable corporate laws, Applicable Securities Laws and other applicable laws, regulations or rules in all applicable provinces of Canada and other applicable jurisdictions have been made and paid in all material respects.
(ff) The Company has filed all documents required to be filed by it in accordance with Applicable Securities Laws with the applicable regulatory authorities. All such documents and information comprising the Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (i) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (except to the extent such untrue statement or omission is corrected in any subsequent disclosure documents comprising the Public Disclosure Record), and (ii) complied in all material respects with the requirements of Applicable Securities Laws, and any amendments to the Public Disclosure Record required to be made have been filed on a timely basis with the applicable regulatory authorities. The Company has not filed any confidential material change report with any applicable regulatory authorities that remains confidential. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Canadian Securities Laws.
(gg) With respect to forward-looking information contained in the Public Disclosure Record, except as would not result in a Material Adverse Effect: (i) the Company

{18}------------------------------------------------

had a reasonable basis for the forward-looking information at the time the disclosure was made; (ii) all material forward-looking information is directly or indirectly identified as such, and all such documents caution users of forwardlooking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information, and states the material factors or assumptions used to develop forward-looking information; and (iii) the Company has updated such forward-looking information if required to comply with Applicable Securities Laws.

(hh) The market, industry and economic related data included in the Public Disclosure Record are derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived.
(ii) TSX Trust has been duly appointed as the registrar and transfer agent in respect of the Common Shares, and as the warrant agent in respect of the Warrants under the Warrant Indenture.
(jj) There is no public or private litigation, arbitration, proceeding or governmental investigation pending or, to the knowledge of the Company, threatened involving the Company or the Subsidiaries which would, if adversely determined, reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiaries or which restrains or prohibits any of the transactions contemplated to be consummated under the Transaction Documents.
(kk) The business of the Company and of the Subsidiaries is being conducted in all material respects in compliance with all applicable laws, regulations and ordinances of all authorities having jurisdiction.
(ll) Neither the Company nor any of the Subsidiaries has been notified by any Governmental Entity of any investigation with respect to it that is pending or threatened, nor has any Governmental Entity notified the Company or any of the Subsidiaries of such Governmental Entity s intention to commence or to conduct any investigation that would reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole.
(mm) Neither the Company nor any of the Subsidiaries is insolvent, has committed any acts of bankruptcy or had a receiver appointed on any of its respective assets.
(nn) There are no judgments against the Company that are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject.
(oo) The Company is not aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Entity, which it anticipates will have a Material Adverse Effect on the business (as currently carried on or proposed to be carried on), affairs, operations, assets,

{19}------------------------------------------------

liabilities (contingent or otherwise) or prospects of the Company or the Mineral Properties.

(pp) To the knowledge of the Company, none of the directors or officers of the Company or the Subsidiaries are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or any other public company, or (iii) has ever been subject to prior regulatory, criminal or bankruptcy proceedings.
(qq) The Company is not a party to any material contract, agreement or understanding with any officer, director or shareholder holding more than 10% of the Common .
(rr) Other than as disclosed in the Public Record and to the Agent, no person has any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase, exchange, transfer or other disposition from the Company or the Subsidiaries of any of its respective assets, including but not limited to the Mineral Properties.
(ss) There does not exist any state of facts which after notice or lapse of time, or both, would constitute a material default or breach on the part of the Company or the Subsidiaries, nor is the Company aware of any such state of facts which after notice or lapse of time, or both, will constitute a material default or breach on the part of any counterparty, under any of the provisions contained in any of the material contracts, commitments or agreements of the Company or the Subsidiaries, respectively, and all such material contracts, commitments or agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company and the Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in material compliance with all terms and conditions contained in, each such material contract, commitment or agreement.
(tt) The corporate records and minute books of the Company and each of the Subsidiaries as provided to the Agent and their counsel contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.
(uu) All information which has been prepared by or on behalf of the Company relating to the Company and the Subsidiaries and any of its business, properties and liabilities, and either publicly disclosed or provided to the Agent and their counsel including all financial, marketing, sales and operational information provided to the Agent and their counsel, is as of the date of such information, true and correct in all

{20}------------------------------------------------

material respects, and no fact or facts have been omitted therefrom which would make such information misleading.
(vv) The Company and the Subsidiaries have not experienced, nor is the Company aware of any occurrence or event which has had or would reasonably be expected to have: (i) a Material Adverse Effect on the Company or the Subsidiaries; or (ii) a Material Adverse Effect on the ability of the Company and the Subsidiaries to consummate the transactions contemplated under the Transaction Documents.
(ww) Neither the Company nor any Subsidiary has approved, entered into any agreement in respect of, or has knowledge of: (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company or any Subsidiary whether by asset sale, transfers of shares or otherwise; (ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Company or any Subsidiary) of the Company; or (iii) a proposed or planned disposition of voting or equity securities by any shareholder who owns, directly or indirectly, 10% or more of the outstanding securities of the Company.
(xx) All material transactions completed by the Company, and any predecessors thereof in the past three years, have been fully disclosed in the Public Disclosure Record, were completed in compliance with all applicable laws and all necessary corporate, third party and regulatory approvals, consents, authorizations, registrations and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects.
(yy) Since September 30, 2025, other than as disclosed in the Public Disclosure Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Company on a consolidated basis; and (iii) the Company and the Subsidiaries have carried on their respective businesses in the ordinary course.
(zz) The Financial Statements have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved, are true and correct and present fairly, in all material respects, the consolidated financial position of the Company as at such dates and the results of its operations and changes in financial position for the period indicated in the Financial Statements.
(aaa) There are no material off-balance sheet transactions, arrangements, obligations, or liabilities (whether accrued, absolute, contingent or otherwise) or other relationships of the Company or the Subsidiaries with unconsolidated entities or other persons which are required to be disclosed and are not disclosed or reflected in the Financial Statements or that could reasonably be expected to have a Material Adverse Effect on the Company.

{21}------------------------------------------------

(bbb) The Company maintains processes that ensure that any officers of the Company that make representations in certificates that are included in the Public Disclosure Record pursuant to National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings are provided with sufficient knowledge to support the representations in such certificates.
(ccc) Since September 30, 2025, there has been no change in accounting policies or practices of the Company other than as disclosed in the Financial Statements.
(ddd) The auditors of the Company are independent public accountants within the meaning of Canadian Securities Laws and IFRS, and there has not been any reportable event (within the meaning of NI 51-102) with respect to the present or any former auditor of the Company.
(eee) There is not, in the constating documents or in any material contract or other instrument or document to which the Company is a party, any restriction upon or impediment to the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.
(fff) Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent thereof has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any representative of a Governmental Entity ( Government Official ), whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (x) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent thereof violated such laws or committed any material wrongdoing, or (y) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anticorruption laws, in each case with respect to any alleged act or omission arising

{22}------------------------------------------------

under or relating to noncompliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

(ggg) The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity (collectively, Applicable Anti-Money Laundering Laws ) and no action, suit or proceeding by or before any Governmental Entity involving the Company or any Subsidiary with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(hhh) None of the Company, nor any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is a person that is, or is owned or controlled by a person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a specially designated national or blocked person ), the United Nations Security Council, the European Union, His Majesty s Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the Sanctions ), nor is the Company nor any Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions (a Sanctioned Country ); and the Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as an agent, advisor, investor or otherwise) of Sanctions. The Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of Sanctions.
(iii) The Company and the Subsidiaries, as applicable, have good and marketable title in fee simple to all real property, good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Public Disclosure Record or such as do not materially affect the value of such property and do not interfere with the use made of such property by the Company and the Subsidiaries and any real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not

{23}------------------------------------------------

material and do not interfere with the use made of such property and buildings by the Company and Subsidiaries.
(jjj) The Company and the Subsidiaries are in material compliance with all applicable federal, national, regional, state, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment, workers compensation, occupational health and safety and pay equity and wages. There are no claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which may give rise to any of the foregoing.
(kkk) Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company or the Subsidiaries for the benefit of any current or former director, officer, employee, or consultant of the Company or the Subsidiaries, as applicable (the Employee Plans ), has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.
(lll) All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company or the Subsidiaries, as applicable.
(mmm)There is not currently any labour disruption, dispute, slowdown, stoppage, complaint, or grievance outstanding, or to the knowledge of the Company and the Subsidiaries, threatened or pending, against the Company or any Subsidiaries which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company and the Subsidiaries and no union representation question exists respecting the employees of the Company and the Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Company or the Subsidiaries.
(nnn) The Company s insurance policies are valid and enforceable and in full force and effect, are underwritten by unaffiliated and reputable insurers, are sufficient for all applicable requirements of law and requirements under applicable contracts to which the Company and/or the Subsidiaries are party or otherwise bound and provide insurance, including liability insurance, in such amounts and against such risks as is customary for corporations having similar asset sizes to the Company and engaged in businesses similar to that carried on by the Company and the

{24}------------------------------------------------

Subsidiaries. The Company and the Subsidiaries are not in default in any material respect with respect to the payment of any premium or compliance with any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim within the appropriate time therefor. There are no circumstances under which the Company or the Subsidiaries would be required to or, in order to maintain its coverage, should give any notice to the insurers under any such insurance policy which has not been given. The Company and the Subsidiaries have not received notice from any of the insurers regarding cancellation of such insurance policies.

(ooo) All taxes (including income tax, capital tax, payroll taxes, employer health tax, duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable Taxes the Subsidiaries have been paid where the failure to do so would not reasonably be expected to give rise to a Material Adverse Effect or result in an adverse material change to the Company. Except as would not result in a Material Adverse Effect, all tax returns, declarations and filings required to be filed by the Company and the Subsidiaries have been timely filed with all appropriate governmental authorities and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax return of the Company or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Company or any Subsidiary, except where such examinations, issues or disputes, individually or collectively, would not reasonably be expected to have a Material Adverse Effect or result in an adverse material change to the Company.

Mineral Property Interests

(ppp) The Company and/or the Subsidiaries are, directly or indirectly, the absolute legal and beneficial owners of and have good and marketable title to all of the properties or assets thereof in the manner and to the extent described in the Public Disclosure Record, including the Mineral Properties, and except as described in the Public Disclosure Record, such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Company or the Subsidiaries in respect of the Mineral Properties as currently conducted or contemplated to be conducted. Any and all contracts pursuant to which the Company and/or the Subsidiaries holds material assets or is entitled to the use of or to acquire ownership of material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Company after making due inquiries is not aware of any disputes or claims or basis for any claim that might or could adversely affect

{25}------------------------------------------------

the right of the Company and/or the Subsidiaries to use, transfer, access or otherwise exploit the property rights of the Mineral Properties, and except as disclosed in the Public Disclosure Record, neither the Company nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof.

(qqq) The Company and/or the Subsidiaries hold either freehold title, mining leases, mining concessions, mining claims, mining licences, or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the Mineral Properties are located in respect of the specified minerals located in the Mineral Properties in which the Company or the Subsidiaries have an interest as described in the Public Disclosure Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and/or the Subsidiaries to access the Mineral Properties and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; all such properties, leases, concessions or claims in respect of the Mineral Properties have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing.
(rrr) Any and all of the agreements and other documents and instruments pursuant to which the Company or the Subsidiaries holds its properties and assets, including the Mineral Properties (including any option agreement or any interest in, or right to earn an interest in, any properties), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and neither the Company nor the Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. Other than as disclosed in the Public Record and to the Agent, the Mineral Properties (and any option agreement or any interest in, or right to earn an interest in, such Mineral Properties) are not subject to any right of first refusal or purchase or acquisition rights.
(sss) The Company and the Subsidiaries have obtained all Permits necessary to carry on the business of the Company and the Subsidiaries, including with respect to the Mineral Properties, as it is currently conducted. The Company and the Subsidiaries are in compliance with the terms and conditions of all such Permits in all material respects. All of the Permits issued to date are valid, subsisting, in good standing and in full force and effect and neither the Company nor the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant any Permit relating to the Mineral Properties that has been applied for or is in process of being granted. The Company anticipates that all remaining Permits required for the conduct of it and the Subsidiaries businesses and operations as proposed to be conducted, shall be obtained in the ordinary course of business without being subject to any material liabilities or obligations outside of the ordinary course or such Permits including conditions which may not be satisfied on a reasonable basis by the Company and/or the Subsidiaries, as applicable.

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(ttt) No part of the Mineral Properties or the mining rights or Permits of the Company or the Subsidiaries have been taken, revoked, condemned, or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company and the Subsidiaries, been commenced, threatened, or is pending, nor does the Company or any Subsidiaries have any knowledge of the intent or proposal to give such notice or commence any such proceedings.
(uuu) To the knowledge of the Company: (i) there are no claims or actions with respect to indigenous rights currently outstanding, threatened or pending, with respect to the Mineral Properties; (ii) no land entitlement claims have been asserted nor have any legal actions relating to indigenous issues been instituted with respect to the Mineral Properties; and (iii) no disputes with any indigenous group in respect of the Mineral Properties exists or, are threatened or imminent.
(vvv) There are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed operation, exploration, and/or development of the Mineral Properties or with the business of the Company generally as currently conducted or as currently contemplated to be conducted in the future.
(www) The Company and the Subsidiaries maintain, and the Company and the Subsidiaries reasonably expect to maintain, good relationships with the communities and persons affected by or located on the lands comprising the Mineral Properties, in all material respects.
(xxx) The Company and the Subsidiaries maintain, and the Company and the Subsidiaries reasonably expect to maintain, a good relationship with all Governmental Entities in the jurisdictions in which the Mineral Properties are located, or in which such parties otherwise carry on their business or operations in all material respects. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company and the Subsidiaries from conducting their business and all activities in connection with the Mineral Properties as currently or proposed to be conducted, and there exists no actual or, to the knowledge of the Company, threatened termination, limitation or other adverse modification in any such relationships with such Governmental Entities.
(yyy) The Company is in compliance with the requirements of NI 43-101 and has filed all technical reports required to be filed pursuant thereto. The Technical Report complies in all material respects with the requirements of NI 43-101, including the information contained therein relating to scientific and technical information, and there is no new material scientific or technical information concerning the EDM Project since the date thereof that would require a new technical report to be issued under NI 43-101. The Company made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by such authors and none of such information contained any

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misrepresentation at the time such information was provided. The information set forth in the Technical Report and the Public Disclosure Record relating to scientific and technical information has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and in compliance with Applicable Securities Laws.

Environmental Laws

(zzz) The Company and the Subsidiaries are in material compliance with all Environmental Laws and all operations on the Mineral Properties carried on by or on behalf of the Company or the Subsidiaries, have been conducted in all respects in accordance with good mining and engineering practices.
(aaaa) The Company and the Subsidiaries have all Permits required under any applicable Environmental Laws to carry out the business of the Company and the Subsidiaries, as currently and as proposed to be conducted, and are in material compliance with their requirements.
(bbbb) There are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating to any Environmental Laws against the Company or the Subsidiaries or claim involving a demand for damages or other potential liability with respect to violations of applicable Environmental Laws.
(cccc) There have been no past unresolved claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any Environmental Laws and none are threatened or pending; and no conditions exist at, on or under any properties now or previously owned, operated or leased by the Company and the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect.
(dddd) Other than as ordinarily or customarily required by the applicable Permits, neither the Company nor the Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local cleanup site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiaries has received any request for information in connection with any federal, provincial, state, municipal or local inquiries as to disposal sites.
(eeee) There are no environmental audits, evaluations, assessments, studies or tests relating to the Company and the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company and the Subsidiaries in the ordinary course.
(ffff) Neither the Company nor any Subsidiary has used, except in material compliance with all Environmental Laws and Permits, the Mineral Properties or any other

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properties or facilities which it owns or leases or previously owned or leased to generate, manufacture, process, distribute, use, treat, store, dispose of, transport, or handle any Hazardous Substance. There are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or the Subsidiaries relating to Hazardous Substances or any Environmental Laws.

6. CONDITIONS TO CLOSING

6.1 The following are conditions to the completion of the obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Agent:
(a) the board of directors of the Company will have authorized and approved the Offering and the execution and delivery of the Transaction Documents and the performance of all obligations thereunder, including the sale and issuance of the Securities and the Broker Securities, and all matters relating to the foregoing;
(b) the Agent shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent, with respect to: (i) the constating documents of the Company, (ii) all resolutions of the board of directors of the Company relating to the Transaction Documents and the Offering and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of the Company, in the form of a certificate of incumbency, and such further certificates and other documentation as may be contemplated in this Agreement or as the Agent or their counsel may reasonably require;
(c) the Agent shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent, in form and content satisfactory to the Agent, acting reasonably, certifying in their capacity as senior officers of the Company and without personal liability, that:
- (i) no order, ruling or determination having the effect of suspending the sale of the Offered Units or any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
- (ii) no default or event exists and is then continuing under any of the Transaction Documents and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after

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the event, would constitute a default or event of default under any of the Transaction Documents;
(iii) all information and statements contained in the Offering Document are true and correct in all material respects at the Closing Time;
(iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made as at the Closing Time after giving effect to the transactions contemplated hereby, subject to any qualifications set out herein; and
(v) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Agent at or prior to the Closing Time;
(d) the Agent shall have received favourable legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the counsel, dated the Closing Date, from legal counsel to the Company, and where appropriate, local counsel to the Company in the other Canadian Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, with respect to the following matters:
(i) as to the incorporation, existence and good standing of the Company under the laws of Ontario, and as to the Company having the requisite corporate power and capacity under the laws of Ontario to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(ii) as to the authorized and issued capital of the Company;
(iii) as to the corporate power and authority of the Company to execute, deliver and perform its obligations under the Transaction Documents, and to create, issue and sell, as applicable, the Securities and the Broker Securities;
(iv) as to the Transaction Documents having been duly authorized, executed and delivered by the Company, and constituting a valid and legally binding obligation of the Company, enforceable against it in accordance with their respective terms;
(v) as to the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder, including the sale and issuance, as applicable, of the Securities and the Broker Securities, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Company, any resolutions of the shareholders or directors (including

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committees of the board of directors) of the Company, or any corporate laws applicable to the Company;
(vi) reporting issuers maintained pursuant to Applicable Securities Laws in the Provinces of Alberta, British Columbia and Ontario;
(vii) as to all necessary corporate action having been taken by the Company to authorize the execution and delivery of the Offering Document and the filing thereof with the Securities Regulators in the Canadian Selling Jurisdictions;
(viii) as to the Unit Shares having been duly and validly issued as fully paid and non-assessable Common Shares;
(ix) as to the Warrants having been duly and validly created and issued pursuant to the Warrant Indenture;
(x) as to the Warrant Shares issuable upon exercise of the Warrants having been duly and validly authorized and allotted for issuance and upon payment of the consideration therefor, will be duly and validly issued as fully paid and non-assessable Common Shares;
(xi) as to the Broker Warrants having been duly and validly created and issued pursuant to the Broker Warrant Certificates;
(xii) as to the Broker Warrant Shares issuable upon exercise of the Broker Warrants having been duly and validly authorized and allotted for issuance and upon payment of the consideration therefor, will be duly and validly issued as fully paid and non-assessable Common Shares;
(xiii) as to the issuance and sale by the Company of the Offered Units to the Purchasers thereof, and the issuance by the Company of the Broker Warrants to the Agent, in accordance with the terms of this Agreement, being exempt from the prospectus requirements of Canadian Securities Laws and that (other than the Offering Document and the Prescribed News Releases, which have been filed, in respect of the issuance and sale of the LIFE Units) no prospectus or other documents are required to be filed, proceedings taken or approvals, Permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and sale, as applicable; it being noted, however, that the Company is required to file or cause to be filed with the applicable Canadian Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;
(xiv) as to the issuance and delivery by the Company of the Warrant Shares upon the exercise of the Warrants and the Broker Warrant Shares upon the

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exercise of the Broker Warrants being exempt from the prospectus requirements of Canadian Securities Laws and that no prospectus or other documents are required to be filed, proceedings taken or approvals, Permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;

(xv) as to the Unit Shares and Warrants comprising the LIFE Units, as well as the Warrant Shares issuable upon exercise of the Warrants partially comprising the LIFE Units, not being subject to a restricted period or to a statutory hold period under Applicable Securities Laws, except as may be required by the policies of the TSXV;
(xvi) as to the first trade in the Unit Shares and Warrants comprising the LIFE Units, as well as the Warrant Shares issuable upon exercise of the Warrants partially comprising the LIFE Units, other than a trade which is otherwise exempt from the registration requirements of Canadian Securities Laws, being a distribution and being subject to the prospectus requirements of Canadian Securities Laws, unless at the time of such trade:
(A) the Company is and has been a reporting issuer (as such term is defined in Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding the trade;
(B) such trade is not a control distribution (within the meaning of NI 45-102);
(C) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;
(D) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(E) if the selling security holder is an insider or officer of the Company (within the meaning of Canadian Securities Laws), the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation (within the meaning of Canadian Securities Laws);
(xvii) as to the first trade in the Broker Warrant Shares issuable upon exercise of the Broker Warrants, other than a trade which is otherwise exempt from the registration requirements of Canadian Securities Laws, being a distribution and being subject to the prospectus requirements of Canadian Securities Laws, unless at the time of such trade:
(A) the Company is and has been a reporting issuer (as such term is defined in Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding the trade;

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(B) at least four months have elapsed from the distribution date (as defined in NI 45-102) of the Broker Warrants;
(C) the certificates representing the Broker Warrants and, if required, the certificates representing the Broker Warrant Shares, carry the legend required by Section 2.5(2)3.(i) of NI 45-102, or if such securities are entered into a direct registration or other electronic book-entry system, or if the holders did not directly receive a certificate representing such securities, the holders received written notice containing the legend restriction notation, as and to the extent required by Section 2.5(2)3.(i) of NI 45-102;
(D) such trade is not a control distribution (within the meaning of NI 45-102);
(E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;
(F) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(G) if the selling security holder is an insider or officer of the Company (within the meaning of Canadian Securities Laws), the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation (within the meaning of Canadian Securities Laws);
(xviii) as to the TSXV Listing Approval;
(xix) as to TSX Trust having been duly appointed by the Company as (i) the registrar and transfer agent of the Common Shares, and (ii) the warrant agent of the Warrants under the Warrant Indenture; and
(xx) such other matters as the Agent or their counsel may reasonably request;
(e) the Agent shall have received a favourable legal opinion addressed to the Agent and the Purchasers, in form and substance satisfactory to the counsel, dated the Closing Date, from legal counsel to the Company regarding the Subsidiaries, with respect to the following matters:
(i) as to the Subsidiaries having been incorporated and existing under its jurisdiction of incorporation;
(ii) as to the Subsidiaries having all requisite corporate power and capacity to carry on their business and to own, lease and operate their properties and assets (including, but not limited to, the Mineral Properties, as applicable); and

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(iii) as to the authorized and issued share capital of the Subsidiaries and the registered holders of the outstanding capital;
(f) if any Offered Units are sold to U.S. Purchasers pursuant to this Agreement, the Company shall have caused a favourable legal opinion to be delivered to the Agent by Nauth LPC, in form and substance satisfactory to the counsel, dated the Closing Date, to the effect that the offer and sale of such Offered Units, Unit Shares and Warrants to such U.S. Purchasers and the issuance of the Warrant Shares to such U.S. Purchasers on exercise of the Warrants is not required to be registered under the U.S. Securities Act, subject to the usual and customary assumptions, limitations and qualifications, it being understood that no opinion will be expressed as to the subsequent resale of any Offered Units, Unit Shares, Warrants, or Warrant Shares;
(g) the Agent shall have received a favourable legal opinion(s) addressed to the Agent, in form and substance satisfactory to the counsel, dated the Closing Date, from local counsel to the Company, which counsel in turn may rely, as to matters of fact, on certificates of public officials (as appropriate), with respect to title matters and ownership interests of the EDM Project;
(h) the Agent shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which the Company and each Subsidiary is incorporated and evidence of all extra-jurisdictional registrations, as applicable;
(i) the Agent shall have received a certificate from TSX Trust as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date, as to its appointment as the registrar and transfer agent with respect to the Common Shares, and as to its appointment as the warrant agent with respect to the Warrants;
(j) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agent and their counsel;
(k) the Company shall have delivered to the Agent executed lock-up agreements as contemplated by Section 4.1(l);
(l) the Company shall have delivered evidence that all consents, including approvals, Permits, authorizations or filings as may be required under applicable corporate laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Company of its obligations under the Transaction Documents and the completion of the Offering, as applicable, have been obtained or made; and
(m) the Agent shall, in their sole discretion, acting reasonably, be satisfied with their due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Company.

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7. CLOSING

7.1 The Offering will be completed via electronic exchange of documents at the Closing Time or such other date or time as may be mutually agreed to by the Company and the Agent; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Agent, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2 At the Closing Time:

(a) the Company shall deliver to the Agent the Offered Units to be settled through the Agent, whether by way of electronic deposit or delivery of certificates in definitive form, registered as directed by the Agent (provided for greater certainty that Units purchased by Purchasers settling direct with the Company, if any, shall be delivered to such Purchasers in accordance with the delivery instructions in their respective Subscriber Questionnaires);
(b) the Company shall deliver to the Agent, the Broker Warrant Certificates, in definitive form, as directed by the Agent; and
(c) the Agent shall deliver to the Company (i) the completed Subscriber Questionnaires in a form acceptable to the Company, and (ii) the Net Proceeds, and the Agent shall retain a sum equal to the Expenses plus the Fee, as directed by the Company.
7.3 It is understood that the Agent may waive in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement on behalf of the Agent and the Purchasers without prejudice to their rights in respect of any such terms and conditions or any other subsequent breach or noncompliance; provided that, to be binding on the Agent and the Purchasers, any such waiver or extension must be in writing.

8. RIGHTS OF TERMINATION

8.1 The Agent shall be entitled, at its option, to terminate and cancel, without any liability, its obligations hereunder and those of the Purchasers, by written notice to that effect given to the Company on or before Closing if, at any time prior to the Closing Time:
(a) Market Out. The state of the financial markets in Canada or elsewhere where it is planned to market the Offered Units is such that, in the reasonable opinion of the Agent, the Offered Units cannot be marketed profitably; or
(b) Material Change. There shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed which, in the reasonable opinion of the Agent, has or would be

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expected to have a significant adverse effect on the market price or value of the Offered Units or any other securities of the Company; or
(c) Disaster. (i) There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, outbreak, pandemic, disease or accident) or major financial occurrence or catastrophe, war or plague of national or international consequence or a new or change in any law or regulation shall be enacted or take effect which in the opinion of the Agent, acting reasonably, materially adversely affects or may materially adversely affect the financial markets or the business, operations or affairs of the Company and the Subsidiaries taken as a whole or the market price or value of the securities of the Company; or (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or credibly threatened in relation to the Company or any one of the officers or directors of the Company where a material wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSXV or securities commission which involves a finding of wrong-doing that materially adversely affects or may materially adversely affect the business, operations or affairs of the Company and the Subsidiaries taken as a whole or the market price or value of the securities of the Company, and such inquiry, action, suit, proceeding or investigation has not been rescinded, revoked or withdrawn; or (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Offered Units or any other securities of the Company is made or threatened by a securities regulatory authority, and such order, action or proceeding has not been rescinded, revoked or withdrawn; or
(d) Breach. The Company is in breach of any material term, condition or covenant of this Agreement that, in the reasonable opinion of the Agent, cannot be cured prior to the Closing Date or any material representation or warranty given by the Company in this Agreement becomes or is false and cannot, in the reasonable opinion of the Agent, be cured prior to the Closing Date; or
(e) Due Diligence. The Agent is not satisfied, acting reasonably, in its sole discretion, with its due diligence investigations.
8.2 The rights of termination contained in this Section 8 may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Agent, there shall be no further liability on the part of the Agent to the Company or on the part of the Company to the Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement.

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9. INDEMNITY

9.1 The Company (for purposes of this Section 9, hereinafter referred to as the Indemnitor ) hereby agrees to indemnify and hold the Agent, each of its subsidiaries and Affiliates, and each of their respective directors, officers, employees, unitholders and agents (hereinafter referred to as the Personnel ) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel (and no more than one legal counsel), that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused solely by or is the result of the gross negligence, willful misconduct or fraud of the Agent or any of its Personnel as determined by a court of competent jurisdiction in a final judgement that has become non-appealable and upon such determination, the Agent will repay such portion of reimbursed amounts that is attributable to fees and expenses incurred in relation to the act or omission of the Agent that is the subject of such determination. Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable expenses (including reasonable legal expenses), losses, claims and liabilities that the Agent and/or its Personnel may incur as a result of any action or litigation that may be threatened or brought against the Agent and/or its Personnel.
9.2 If for any reason, the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the Agent or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent under this Agreement.
9.3 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent or its Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, the

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Indemnitor shall reimburse the Agent monthly for the reasonable time spent by its Personnel in connection therewith at their normal per diem rates and the Agent shall have the right to employ its own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by the Agent or its Personnel in connection therewith) and reasonable out-of-pocket expenses incurred by the Agent or its Personnel in connection therewith shall be paid by the Indemnitor as they occur.

9.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or its Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding within 14 days of receiving such notice of such proceeding from the Agent; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, and that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, acting reasonably. The Agent and its Personnel shall have the right to appoint one separate counsel at the Indemnitor s cost provided the Agent acts reasonably in selecting such counsel, including as it relates to the costs of such counsel. All amounts payable by the Indemnitor pursuant to this Section 9 shall be paid promptly upon demand remedies of the Agent and its Personnel under this Section 9 are in addition to, and not in substitution for, any other rights that such persons may have at law or in equity.
9.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination pursuant to Section 8 of this Agreement.
9.6 With respect to any party who may be indemnified by the above indemnity and is not a party to this Agreement, the Agent hereby obtains and holds the rights and benefits of this indemnity in trust for and on behalf of such indemnified party.

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10. EXPENSES

10.1 The Company will be responsible for all reasonable expenses related to the Offering, whether or not the Offering is completed, including all reasonable fees and disbursements of its legal counsel, expenses related to road shows and marketing activities, filing fees, the reasonable out-of-pocket expenses and the reasonable fees and disbursements of legal counsel to the Agent (such legal fees up to a maximum amount as agreed to between the Company and the Agent in the Engagement Letter, plus applicable taxes and disbursements) (collectively, the Expenses ). The Company shall also pay any applicable taxes on the foregoing amounts. At the option of the Agent, the Expenses may be deducted from the Gross Proceeds otherwise payable to the Company on the Closing Date. The Expenses shall be payable whether or not the Offering is completed.

11. ADVERTISEMENTS

11.1 The Company acknowledges that the Agent shall have the right, subject always to Section 2.4, at its own expense, to place such advertisement or advertisements relating to the sale of the Offered Units contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Agent each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of Applicable Securities Laws in any of the provinces of Canada or any other jurisdiction in which the Offered Units shall be offered and sold not being available.

12. AGENT S COMPENSATION

12.1 In consideration of the services to be rendered by the Agent in connection with the Offering, the Company shall pay the Agent a cash fee (the Fee ) equal to 6.0% of the Gross Proceeds (including, for certainty, the Gross Proceeds of Offered Units sold pursuant to the exercise of the Option). The s Fee shall be payable to the Agent upon completion of the Offering.
12.2 As additional consideration for the services to be rendered by the Agent in connection with the Offering, the Company shall issue to the Agent that number of broker warrants of the Company (the Broker Warrants ) as is equal to 6.0% of the number of Offered Units issued pursuant to the Offering (including, for certainty, the Offered Units sold pursuant to the exercise of the Option). Each Broker Warrant will entitle the holder thereof to subscribe for one Common Share at the Offering Price for a period of 36 months following the Closing Date in accordance with the terms of the Broker Warrant Certificates. The Broker Warrants shall be issued to the Agent upon completion of the Offering.

13. AGENT S BUSINESS

13.1 The Company acknowledges that the Agent may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage,

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investment and asset management and financial activities, the Agent and its Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. The Agent and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

14. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

14.1 All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agent or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agent and the Purchasers, as applicable, for a period of two years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agent by the Company or the contribution obligations of the Agent or those of the Company shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

15. GENERAL CONTRACT PROVISIONS

15.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

Fredonia Mining Inc. 82 Richmond St. Est. Toronto, Ontario, M5C 1P1

Attention: Estanislao Auriemma, Chief Executive Officer

Email: [Redacted - Contact Information]

with a copy (not to constitute notice) to:

Fasken Martineau DuMoulin LLP 333 Bay Adelaide Centre, Suite 2400 Toronto, Ontario M5H 2T6

Attention: Myroslav Chwaluk

Email: [Redacted - Contact Information]

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or if to the Agent, to:

Cormark Securities Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, ON M5J 2J2

Attention: Ian Colterjohn, Managing Director, Investment Banking

Email: [Redacted - Contact Information]

with a copy (not to constitute notice to the Agent) to:

Goodmans LLP 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Attention: David Coll-Black

Email: [Redacted - Contact Information]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

15.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
15.3 No Fiduciary Duty. The Company acknowledges and agrees that (i) the issuance and sale of the Offered Units pursuant to this Agreement, including the determination of the subscription price of the Offered Units and any related discounts and commissions, is an arm s length commercial transaction between the Company, on the one hand, and the Agent, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Agent is and has been acting solely as agent and is not the fiduciary of the Company or its shareholders, creditors, employees or any other party; (iii) the Agent has not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the Offering contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Company on other matters) and the Agent does not have any obligations to the Company with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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15.4 Entire Agreement. This Agreement constitutes the entire agreement between the Agent and the Company relating to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including the Engagement Letter.
15.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. If one or more provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.
15.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the other.
15.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
15.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.
15.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
15.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
15.11 Counterparts and Electronic Execution. This Agreement may be executed and delivered by original, in PDF or by other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Rest of page intentionally left blank]

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If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

CORMARK SECURITIES INC.

Per: "Ian Colterjohn"

Ian Colterjohn

Managing Director, Investment Banking

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The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

FREDONIA MINING INC.

Per: "Estanislao Auriemma"

Estanislao Auriemma Chief Executive Officer

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SCHEDULE

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule to the Agency Agreement dated as of February 4, 2026 between the Company and the Agent.

As used in this Schedule Schedule , capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

1. Dealer Covered Person has the meaning set forth in Section A.11 below;
1. Directed Selling Efforts means directed selling efforts as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering of the Securities;
1. Disqualification Event has the meaning set forth in Section A.11 below;
1. Foreign Issuer means a foreign issuer as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer which is (a) the government of any country other than the United States or of any political subdivision of a country other than the United States, or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following; (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;
1. General Solicitation and General Advertising means general solicitation and general advertising , respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
1. Issuer Covered Person has the meaning set forth in Section B.7 below;

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1. Offshore Transaction means an offshore transaction as defined in Rule 902(h) of Regulation S;
1. Substantial U.S. Market Interest means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S; and
1. U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended.

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

The Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Offered Units may be offered and sold, directly or indirectly, only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Agent represents, warrants, covenants and agrees to and with the Company (on its own behalf and on behalf of its U.S. Affiliate), as at the date hereof and as at the Closing Date, that:

1. It has not offered or sold, and will not offer or sell, any Offered Units as a part of the distribution except (a) offers of Offered Units to non-U.S. Purchasers for sale by the Company in an Offshore Transaction, in accordance with Rule 903 of Regulation S, and (b) offers of Offered Units to, or for the account or benefit of, persons in the United States and U.S. Persons that are Qualified Institutional Buyers, for sale by the Company in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws, as provided in paragraphs 2 through 12 below. Accordingly, except as provided in paragraphs 2 through 12 below, none of the Agent, its affiliates (including, without limitation, its U.S. Affiliate) or any person acting on any of their behalf: (i) has made or will make any offer to sell or any solicitation of an offer to buy, any Offered Units to, or for the account or benefit of, any person in the United States or any U.S. Person, (ii) has facilitated or will facilitate any sale of Offered Units by the Company to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a U.S. Person, or the Agent, affiliate (including, without limitation, its U.S. Affiliate) or person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, (iii) has engaged or will engage in any Directed Selling Efforts, or (iv) has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Units or the issuance of the Securities.
1. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company. It shall require its U.S. Affiliate and each selling group member appointed by it to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that its U.S. Affiliate and such selling group member complies

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with, the same provisions of this Schedule as apply to the Agent as if such provisions applied to its U.S. Affiliate and such selling group member.
1. All offers by it of Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons have been and will be made through its U.S. Affiliate in compliance with all applicable United States federal and state broker-dealer requirements and all applicable United States federal securities laws and securities laws of any states of the United States.
1. Its U.S. Affiliate is, and as of the Closing Date will be, (i) registered as a broker or dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state where offers and sales of Offered Units have been or will be made (unless exempted from such state s broker-dealer registration requirements), and (ii) a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.
1. Offers of the Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
1. Offers of Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons will be made only to persons who are or are reasonably believed by them to be Qualified Institutional Buyers, in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws.
1. All U.S. Purchasers of the Offered Units shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and that the Offered Units are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws.
1. The Agent acting through its U.S. Affiliate may offer the Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with whom they had a pre-existing business relationship and had reasonable grounds to believe are Qualified Institutional Buyers, and immediately prior to making any such offer, had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer, and on the date hereof, it continues to believe that each U.S. Purchaser solicited by it is a Qualified Institutional Buyer.
1. Prior to any sale of Offered Units by the Company to a U.S. Purchaser solicited by the Agent acting through its U.S. Affiliate, it will cause each such U.S. Purchaser

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to execute and deliver a Subscriber Questionnaire and the Qualified Institutional Buyer Letter attached as Exhibit A to the U.S. Private Placement Memorandum.
1. Prior to the Closing Date, it will provide the Company with a list of all U.S. Purchasers of the Offered Units solicited by it acting through its U.S. Affiliate, and in each case indicate that such U.S. Purchaser is a Qualified Institutional Buyer, and the state or other jurisdiction in which the Offered Units were offered or sold to such U.S. Purchaser. Prior to the Closing Time, it will provide the Company with copies of all executed Subscriber Questionnaires and the Qualified Institutional Buyer Letters attached as Exhibit A to the U.S. Private Placement Memorandum from such U.S. Purchasers, and will otherwise offer reasonable assistance to the Company with respect to the Company obligations to prepare and file forms and notices required under the U.S. Securities Act and applicable U.S. state securities laws in connection with the offer and sale of the Securities.
1. With respect to the Offered Units to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D, none of (i) the Agent or its U.S. Affiliate, (ii) the or U.S. Affiliate s general partners or managing members, (iii) any of the s or U.S. Affiliate s directors or executive officers or other officers participating in the Offering, (iv) any of the or U.S. Affiliate s general partners or managing members directors or executive officers or other officers participating in the Offering, or (v) any other person associated with any of the above persons, including any member of the selling group appointed by it and any such persons related to such member of the selling group, that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the sale of the Offered Units (each, a Dealer Covered Person and, collectively, the Dealer Covered Persons ), is subject to any of the Bad Actor disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a Disqualification Event ) except for a Disqualification Event contemplated by Rule 506(d)(2) of Regulation D under the U.S. Securities Act and a description of which has been furnished in writing to the Company prior to the date hereof. It will notify the Company in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.
1. At the Closing Time, the Agent will, together with its U.S. Affiliate, provide to the Company a certificate in the form of Exhibit to this Schedule relating to the manner of the offer of the Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons or will be deemed to have represented and warranted that none of it, its affiliates (including its U.S. Affiliate) or any persons acting on any of their behalf offered Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons.

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B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company represents, warrants, covenants and agrees to and with the Agent, as at the date hereof and as at the Closing Date, that:

1. The Company is a Foreign Issuer and reasonably believes that as of the commencement of the Offering, there was no Substantial U.S. Market Interest in the Common Shares. The Company is not now, and as a result of the sale of the Securities contemplated hereby will not be, registered or required to be registered as an "investment company" as such term is defined under the United States Investment Company Act of 1940, as amended, under such act. Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
1. During the period that the Offered Units are offered for sale, neither the Company, nor its affiliates, nor any person acting on any of their behalf (other than the Agent, its affiliates (including, without limitation, the U.S. Affiliate) and any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) (i) has made or will make any Directed Selling Efforts, (ii) has engaged in or will engage in any form of General Solicitation or General Advertising or has acted or will act in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act with respect to offers or sales of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons, or (iii) has taken or will take any other action that would cause the exclusion from registration provided by Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Offered Units outside the United States to non-U.S. Persons, or the exemption from registration provided by Rule 506(b) of Regulation D to be unavailable with respect to offers and sales of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons, pursuant to this Schedule "A".
1. It will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable U.S. state securities laws in connection with the offer and sale of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons.
1. Except with respect sales to Qualified Institutional Buyers solicited by the Agent through the U.S. Affiliate in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D, neither the Company, nor its affiliates, nor any person acting on any of their behalf (other than the Agent, its affiliates (including, without limitation, the U.S. Affiliate) and any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Units to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of

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Offered Units unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a U.S. Person or the Company, its affiliates, and any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person.

1. None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Agent, its affiliates (including, without limitation, the U.S. Affiliate) and any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Units or the issuance of the Securities.
1. The Company has not sold, offered for sale or solicited any offer to buy and will not sell, offer for sale or solicit any offer to buy, during the period beginning 30 days prior to the start of the Offering and ending 30 days after the completion of the Offering, any of its securities in the United States in a manner that would be integrated with the Offering and would cause the exemption from registration provided by Rule 506(b) of Regulation D or the exclusion from registration provided by Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Securities in the Offering pursuant to this Schedule .
1. With respect to the Offered Units to be offered and sold in reliance on Rule 506(b) of Regulation D, none of the Company, any of its predecessors, any director or executive officer of the Company, any other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (each, an Issuer Covered Person and, together, Issuer Covered Persons ) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised reasonable care to determine (i) the identity of each person that is an Issuer Covered Person, and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agent a copy of any disclosures provided thereunder.
1. The Company is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the sale of Offered Units in the Offering pursuant to Rule 506(b) of Regulation D.
1. For each tax year that the Company qualifies as a passive foreign investment company (a PFIC ), the Company will make available to U.S. holders, upon their written request: (a) information, based on the Company s reasonable analysis, as to its status as a PFIC and the status as a PFIC of any subsidiary in which the Company

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owns more than 50% of such subsidiary s aggregate voting power, (b) a PFIC Annual Information Statement as described in U.S. Treasury Regulation section 1.1295-1(g) (or any successor Treasury Regulation) and (c) all information and documentation that a U.S. shareholder is required to obtain for United States federal income tax purposes in making a qualifying electing fund election with respect to the Company and any more than 50% owned subsidiary PFIC, as determined by aggregate voting power. The Company may elect to provide such information on its website.

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EXHIBIT TO SCHEDULE

CERTIFICATE

In connection with the private placement offering to, or for the account or benefit of, persons in the United States and U.S. Persons of Offered Units of Fredonia Mining Inc.( the Company ) pursuant to the Agency Agreement dated February 4, 2026 (the Agency Agreement ) between the Company and Cormark Securities Inc. (the Agent , the undersigned does hereby certify as follows:

(i) the undersigned U.S. affiliate of the Agent (the U.S. Affiliate ) is, and at all relevant times was, (i) a duly registered broker or dealer under the U.S. Exchange Act and under the securities laws of all states where the offers and sales of Offered Units were made (unless otherwise exempted from such state s broker-dealer registration requirements), and (ii) a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;
(ii) all offers of the Offered Units by the Agent to, or for the account of benefit of, persons in the United States and U.S. Persons for sale by the Company were made only through the U.S. Affiliate;
(iii) all offers of Offered Units to, or for the account or benefit of, persons in the United States and U.S. Persons for sale by the Company have been effected in accordance with all applicable United States federal and state broker dealer requirements;
(iv) we have provided each offeree of Offered Units that is, or acting for the account or benefit of, a person in the United States or a U.S. Person, a Subscriber Questionnaire and the U.S. Private Placement Memorandum and no other written material was used by us in connection with the offer of Offered Units for sale by the Company to, or for the account or benefit of, persons in the United States or U.S. Persons;
(v) immediately prior to offering Offered Units to any offeree that was, or was acting for the account or benefit of, a person in the United States or a U.S. Person, we had a pre-existing business relationship with and had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each U.S. Purchaser solicited by us purchasing Offered Units from the Company is a Qualified Institutional Buyer;
(vi) neither we nor our representatives have (i) utilized any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons or (ii) offered to sell any of the Offered Units in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(vii) prior to any sale of Offered Units by the Company to any U.S. Purchaser solicited by us, we caused each such U.S. Purchaser to execute and deliver a Subscriber Questionnaire and the Qualified Institutional Buyer Letter attached as Exhibit A to the U.S. Private Placement Memorandum;

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(viii) all U.S. Purchasers have been informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D, and similar exemptions under applicable U.S. state securities laws;
(ix) none of we, any member of the selling group engaged by us, or any person acting on any of our or their behalf, have taken or will take any action which would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Offered Units or the issuance of the Securities;
(x) no Dealer Covered Person is subject to any Disqualification Event other than a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Company prior to the date hereof, and the undersigned is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons; and
(xi) the offer and sale of the Offered Units has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule thereto.

Capitalized terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule thereto, unless otherwise defined herein.

DATED this day of	, 2026.
	CORMARK SECURITIES INC.
	By:
	Name: Ian Colterjohn
	Title: Managing Director, Investment Banking
	CORMARK SECURITIES (USA) LIMITED
	By:
	Name:

1379-1449-5771

Title:

AI assistant

Fredonia Mining Inc. Capital/Financing Update 2026

47072_rns_2026-02-05_3ee88249-6c46-4099-a582-0377986b5ff8.pdf

AGENCY AGREEMENT

1. INTERPRETATION

2. NATURE OF TRANSACTION

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

4. COVENANTS OF THE COMPANY

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Offering

General

Mineral Property Interests

Environmental Laws

6. CONDITIONS TO CLOSING

7. CLOSING

7.2 At the Closing Time:

8. RIGHTS OF TERMINATION

9. INDEMNITY

10. EXPENSES

11. ADVERTISEMENTS

12. AGENT S COMPENSATION

13. AGENT S BUSINESS

14. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

15. GENERAL CONTRACT PROVISIONS

CORMARK SECURITIES INC.

FREDONIA MINING INC.

SCHEDULE

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

EXHIBIT TO SCHEDULE

CERTIFICATE

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Fredonia Mining Inc. — Capital/Financing Update 2026

47072_rns_2026-02-05_3ee88249-6c46-4099-a582-0377986b5ff8.pdf

AGENCY AGREEMENT

1. INTERPRETATION

2. NATURE OF TRANSACTION

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

4. COVENANTS OF THE COMPANY

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Offering

General

Mineral Property Interests

Environmental Laws

6. CONDITIONS TO CLOSING

7. CLOSING

7.2 At the Closing Time:

8. RIGHTS OF TERMINATION

9. INDEMNITY

10. EXPENSES

11. ADVERTISEMENTS

12. AGENT S COMPENSATION

13. AGENT S BUSINESS

14. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

15. GENERAL CONTRACT PROVISIONS

CORMARK SECURITIES INC.

FREDONIA MINING INC.

SCHEDULE

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

EXHIBIT TO SCHEDULE

CERTIFICATE

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Fredonia Mining Inc. Capital/Financing Update 2026