Gold Mountain Mining Corp. — Capital/Financing Update 2020

Dec 3, 2020

Execution Version

AGENCY AGREEMENT

November 24, 2020

Bayshore Minerals Incorporated

789 W Pender Street, Suite 1080 Vancouver, BC, Canada V6C 1H2

Freeform Capital Partners Inc.

1285 W Pender Street, Suite 1000 Vancouver, BC, Canada V6E 4B1

Attention: Ronald Woo, Chief Executive Officer Kevin Smith, Chief Executive Officer

Dear Sirs:

Canaccord Genuity Corp. ("Canaccord") and Gravitas Securities Inc. (collectively with Canaccord, the "Agents") understand that Bayshore Minerals Incorporated ("Bayshore") intends to create, issue and sell, in one or more tranches, up to 11,111,111 subscription receipts of Bayshore (each, a "Subscription Receipt"), without giving effect to the Agents' Option (as defined below), having the terms described herein, at a price of $0.90 (the "Offering Price") per Subscription Receipt, for aggregate gross proceeds to Bayshore of up to $10,000,000 (the "Offering").

In addition, in connection with the Offering, Bayshore hereby grants the Agents an option (the "Agents' Option") to increase the size of the Offering by up to an additional 1,666,666 Subscription Receipts on the same terms and for additional aggregate gross proceeds of up to $1,499,999. The Agents' Option shall be exercisable, in whole or in part, by the Agents in their sole discretion, until the Closing Date (as defined below). All references to the Subscription Receipts shall be deemed to include any Subscription Receipts sold pursuant to the Agents' Option.

The Subscription Receipts will be created and issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among Bayshore, Canaccord and Endeavor Trust Corporation, appointed as subscription receipt agent pursuant to the terms of the Subscription Receipt Agreement (the "Subscription Receipt Agent"), to be dated as of the Closing Date.

The Subscription Receipts are being issued in connection with the proposed RTO (as defined below) involving Bayshore, Acquireco (as defined below), and Freeform Capital Partners Inc. ("Freeform"), being a "capital pool" company listed on the TSXV (as defined below), pursuant to the Definitive Agreement (as defined below). Prior to completion of the RTO, and subject to the receipt of all necessary TSXV approvals, it is contemplated that Freeform will complete the Name Change (as defined below). Pursuant to the RTO and in addition to the transactions contemplated to be completed under the Offering, among other things: (i) Acquireco and Bayshore will complete the Amalgamation (as defined below), pursuant to which Acquireco will amalgamate with Bayshore under the BCBCA (as defined below); (ii) securityholders of Bayshore will receive securities of the Resulting Issuer (as defined below) in exchange for the securities of Bayshore held by such persons. The RTO and the transactions contemplated thereby will be subject to the approval of the TSXV and the receipt of certain regulatory approvals and closing conditions customary in transactions of such nature.

At the Closing Time, if the terms and conditions contained in this Agreement have been complied with to the satisfaction of Canaccord (on behalf of the Agents) or waived by Canaccord (on behalf of the Agents), among other things, the Agents will deliver the Net Proceeds (as defined below) to the Subscription Receipt Agent to be deposited and held in escrow by the Subscription Receipt Agent and shall be invested pursuant to the terms of the Subscription Receipt Agreement, until the earlier of: (i) satisfaction of the Escrow Release Conditions (as defined below) and the Escrow Release (as defined below), or (ii) the occurrence of a Termination Event (as defined below).

Pursuant to and in accordance with the Subscription Receipt Agreement, and provided the Escrow Release Conditions have been satisfied or waived prior to the Escrow Release Deadline (as defined below) and, upon receipt of proper notice thereof in accordance with the terms of the Subscription Receipt Agreement, the Subscription Receipt Agent shall immediately release and pay to Bayshore (the "Escrow Release") an amount equal to the Escrowed Funds (as defined below), less the remaining 50% of the Agents' Fee (as defined below), and any interest earned thereon, held by the Subscription Receipt Agent.

Upon the Escrow Release, each Subscription Receipt will be converted and will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, and subject to adjustment (in certain circumstances), one (1) Bayshore Unit (as defined below), and each Bayshore Unit will be subsequently automatically exchanged, without payment of any additional consideration or further action on the part of the holder, for one (1) Resulting Issuer Unit (as defined below) in connection with the Amalgamation. Each Resulting Issuer Unit shall consist of one (1) Resulting Issuer Share (as defined below) and one-half of one (0.5) Resulting Issuer Warrant (as defined below). The Resulting Issuer Warrants will be issued under a warrant indenture (the "Warrant Indenture") among Bayshore, the Resulting Issuer, and a warrant agent to be determined (the "Warrant Agent"), and such other parties, if any, as the parties reasonably determine to be appropriate. Each Resulting Issuer Warrant will entitle the holder thereof to receive upon exercise, and subject to adjustments in certain circumstances, one Resulting Issuer Warrant Share (as defined below) at a price of $1.20 per Resulting Issuer Warrant Share, for a period of 36 months following the Escrow Release. The Resulting Issuer Warrants will be callable by the Resulting Issuer, at the discretion of the Resulting Issuer, should the daily volume-weighted average trading price of the Resulting Issuer Shares on the TSXV exceed $2.00 for a period of 10 consecutive trading days, at any time during the term of the Resulting Issuer Warrants ("Call Trigger"). Following a Call Trigger, the Resulting Issuer may give notice in writing ("Call Notice") to the holders of Subscription Receipt Warrants that any Subscription Receipt Warrant that remains unexercised by the holder thereof shall expire 30 days following the date on which the Call Notice is given.

If: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline, (ii) prior to the Escrow Release Deadline, the Definitive Agreement is terminated; or (iii) prior to the Escrow Release Deadline, Bayshore advises Canaccord or publicly announces that it does not intend to satisfy one or more of the Escrow Release Conditions (each such event being a "Termination Event" and the date upon which such event occurs, the "Termination Date"), then as soon as practicable following the Termination Event and in any event within three Business Days (as defined below) following the Termination Date, Bayshore shall deliver a notice to: (a) Canaccord (on behalf of the Agents), and (b) the Subscription Receipt Agent, following which the Subscription Receipt Agent is to return, in accordance with the terms of the Subscription Receipt Agreement, to each Subscription Receipt holder their respective aggregate Offering Price plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any, and the Subscription Receipts will be cancelled without any further action on the part of the holders thereof. Bayshore covenants to make up any shortfall in the Escrowed Funds (the "Shortfall Amount") so that Subscription Receiptholders receive a full refund of their aggregate Offering Price, plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any.

The Subscription Receipts will be offered to Purchasers (as defined below) resident in the Selling Jurisdictions (as defined below) within Canada by way of a private placement to "accredited investors" as such term is defined in NI 45-106 (as defined below). The Subscription Receipts may also be offered to Purchasers who are Qualified Institutional Buyers (as defined below) in accordance with Schedule "A" attached hereto, which forms part of this agreement. The Subscription Receipts may be distributed in Selling Jurisdictions outside of Canada and the United States in such jurisdictions as Bayshore and the Agents may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction.

In consideration of the Agents' services to be rendered in connection with the Offering, Bayshore agrees to pay the Agents' Fee and issue the Broker Warrants to the Agents on the Closing Date, all as more particularly set out in this Agreement.

Bayshore agrees that the Agents 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 Bayshore, acting reasonably, as its agents to assist with the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Agents' Fee payable to the Agents under this Agreement

The terms and conditions of the Subscription Receipts are subject in all respects to the terms and conditions of the Subscription Receipt Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall prevail.

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:

"Acquireco" means 1262975 B.C. Ltd., a wholly-owned subsidiary of Freeform;

"Action" means any action, claim, demand, complaint, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

"Affiliates" means affiliates of the Agents;

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

"Agents' Expenses" has the meaning ascribed thereto in Section 14.1;

"Agents' Fee" has the meaning ascribed thereto in Section 16.1;

"Agents' Option" has the meaning ascribed thereto on the face page of this Agreement;

"Agreement" means the agreement resulting from the acceptance by Bayshore of the offer made by the Agents hereby;

"Amalgamation" means the amalgamation of Bayshore with Acquireco pursuant to the BCBCA and in accordance with the terms of the Definitive Agreement;

"Applicable Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 8.1(cc);

"Applicable Securities Laws" means, as applicable, the securities Laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, and the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions;

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

"Bayshore Assets" has the meaning ascribed thereto in Section 9.1(cc)(i);

"Bayshore Financial Statements" means the audited or unaudited (as applicable) financial statements of Bayshore prepared in accordance with IFRS for the year ended January 31, 2020 and for the six months ended July 31, 2020;

"Bayshore Options" means the options to purchase Bayshore Shares, all as more particularly set out in Schedule C attached to the Definitive Agreement;

"Bayshore Share" means a common share in the capital of Bayshore

"Bayshore Special Warrants" means the special warrants convertible into Bayshore Shares, all as more particularly set out in Schedule C attached to the Definitive Agreement;

"Bayshore Unit" means, collectively, one (1) Bayshore Share and one-half of one (0.5) Bayshore Warrant issuable upon conversion of each Subscription Receipt;

"Bayshore Warrant" means each whole common share purchase warrant of Bayshore issuable upon conversion of the Subscription Receipts;

"Books and Records" means books, ledgers, files, minute books, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns and other data and information, including all data and information stored on computer-related or other electronic media, maintained with respect to Freeform, Acquireco and Bayshore, as applicable;

"Broker Warrants" has the meaning ascribed thereto in Section 16.2;

"Broker Warrant Certificates" means the definitive certificates representing the Broker Warrants issuable to the Agents in connection with the Offering;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

"Call Notice" has the meaning ascribed thereto on the second page of this Agreement;

"Call Trigger" has the meaning ascribed thereto on the second page of this Agreement;

"Canadian Securities Laws" means, collectively, all Canadian Applicable Securities Laws;

"Claim" has the meaning ascribed thereto in Section 13.1;

"Closing" means the completion of the sale of the Subscription Receipts as contemplated by this Agreement and the Subscription Agreements;

"Closing Date" means November 24, 2020;

"Closing Time" means 8:00 a.m. (Vancouver time) on the Closing Date or the Subsequent Closing Date, or such other time on the Closing Date or the Subsequent Closing Date as Bayshore and Canaccord, on behalf of the Agents, may mutually agree;

"Companies" means, collectively, Bayshore and Freeform, and "Company" means any one of them;

"Contract" means any contract, note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon Freeform, Bayshore, or Gold Mountain, as the case may be;

"COVID-19 Outbreak" has the meaning ascribed thereto in Section 8.1(aa);

"Definitive Agreement" means the amended and restated definitive agreement effective as of August 31, 2020 among Bayshore, Freeform, and Acquireco pursuant to which, among other things, the Name Change, the RTO and Amalgamation shall be completed, which, for greater certainty, includes the amended and restated amalgamation agreement attached as Schedule A thereto, signed and delivered concurrently;

"Disclosure Document" means a filing statement or circular providing disclosure with respect to the Resulting Issuer in the form of TSXV Form 3D1/3D2 and filed or delivered in connection with the RTO and the transactions contemplated thereby;

"Effective Date" means the effective date of the completion of the RTO, in accordance with the terms of the Definitive Agreement;

"Elk Gold Project" consists of the mineral claims and mining leases located in British Columbia set out in Schedule "A" of the title opinion delivered pursuant to Section 10.1(g), and the mining operations and infrastructure relating thereto;

"Encumbrance" means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Engagement Letter" means the engagement letter entered into between Canaccord and Bayshore dated September 2, 2020;

"Environmental Law" means any applicable Law relating to the environment including, but not limited to, 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 (i) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;

"Equinox" means Equinox Gold Corp.;

"Equinox Agreements" means the Secured Promissory Note, the Security Pledge Agreement and the Share Purchase Agreement each between Bayshore and Equinox all dated May 16, 2019;

"Equinox Security" means the security interest held by Equinox established pursuant to a Security Pledge Agreement between Bayshore and Equinox dated May 16, 2019;

"Escrow Release Conditions" means, collectively:

• (a) the receipt of all required corporate, shareholder and regulatory approvals in connection with the Offering, RTO and the TSXV Listing, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares and Resulting Issuer Warrant Shares and any relevant listing documents having been accepted for filing with the TSXV;
• (b) the completion or the satisfaction of all conditions precedent to the RTO, substantially in accordance with the Definitive Agreement, to the satisfaction of Canaccord (on behalf of the Agents);
• (c) delivery of legal opinion(s) (in form acceptable to Canaccord, on behalf of the Agents) that the Resulting Issuer Shares, Resulting Issuer Warrants, and Resulting Issuer Warrant Shares will not be subject to a hold period under Applicable Securities Laws in the Canadian Selling Jurisdictions, other than in respect of control trades; and
• (d) Bayshore and Canaccord having delivered a joint notice to the Subscription Receipt Agent confirming that the conditions set forth in (a), (b), and (c) above have been met or waived.

As a condition precedent to the execution by Canaccord of the joint notice referred to in (d) above, the Chief Executive Officer and Chief Financial Officer of Bayshore (or such other officers as may be acceptable to Canaccord) shall certify to the Agents that the Escrow Release Conditions in (a) and (b) above have been satisfied.

"Escrow Release" has the meaning ascribed thereto on the second page of this Agreement;

"Escrow Release Deadline" means 5:00 p.m. (Vancouver time) on January 23, 2021, or such other date as mutually determined by Bayshore and Canaccord (on behalf of the Agents);

"Escrowed Funds" means the Net Proceeds, together with any interest and other income earned thereon, which funds shall be held in escrow by the Subscription Receipt Agent;

"Exploration Permit" means British Columbia Ministry of Energy and Mines exploration permit MX-4- 387;

"Freeform" has the meaning ascribed to it on the face page of this Agreement;

"Freeform Disclosure Documents" means the public documents filed by Freeform on SEDAR under Freeform's SEDAR profile;

"Freeform Financial Statements" means the audited financial statements of Freeform for the fiscal year ended January 31, 2020 and the unaudited interim financial statements of Freeform for the three-month period ended July 31, 2020;

"Freeform Options" means the stock options to purchase Freeform Shares granted under the stock option plan of Freeform to Freeform's directors and officers outstanding as of the date hereof, all as more particularly set out in Schedule B attached to the Definitive Agreement;

"Freeform Share" means a common share in the capital of Freeform;

"Gold Mountain" means Gold Mountain Mining Corporation, a wholly owned subsidiary of Bayshore incorporated under the BCBCA;

"Gold Mountain Shares" means 66,998,128 common shares of Gold Mountain, which represent 100% of Gold Mountain's issued and outstanding common shares;

"Governmental Entity" means any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature as well as any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them;

"Gross Proceeds" means the aggregate gross proceeds from the issuance and sale of the Subscription Receipts under the Offering;

"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated 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);

"Indemnified Parties" has the meaning ascribed thereto in Section 13.1;

"Investor Presentation" means the confidential investor presentation of Bayshore dated October 2020;

"IPO Agent's Options" means the 300,000 options issued by Freeform to the agent and subagents in connection with Freeform's initial public offering that are exercisable to purchase an aggregate of 300,000 Freeform Shares at $0.10 per Freeform Share until June 17, 2022;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, bylaws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, and the term "applicable" with respect to Laws and in a context that refers to one or more persons, means that the Laws apply to the person or persons, or its or their business, undertaking, property or securities, and emanate from a Governmental Entity having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Material Adverse Effect" means, with respect to an entity, any 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) of such entity; or (ii) the ability of such entity to consummate the transactions contemplated under the Offering or the RTO on a timely basis;

"Mining Permit" means the British Columbia Ministry of Energy and Mines permit M-199;

"misrepresentation", "material fact", "material change", "affiliate", "associate", and "distribution" have the respective meanings ascribed thereto in the Securities Act (British Columbia);

"Name Change" means the expected name change of Freeform to "Gold Mountain Mining Corp.", or such similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Freeform, as directed by Bayshore;

"Net Proceeds" means the Gross Proceeds less an amount equal to the sum of 50% of the Agents' Fee and the Agents' Expenses;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

"NSR Agreement" means the royalty granted to Beanstalk Capital Inc. over the Elk Gold Project established under the royalty agreement between Almaden Minerals Ltd. (former owner of the Elk Gold Project) and Beanstalk Capital Inc. dated July 26, 2011;

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

"Offering Documents" means, collectively, this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture, the Broker Warrant Certificates, and the Investor Presentation;

"Offering Price" has the meaning ascribed thereto on the face page of this Agreement;

"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;

"President's List" has the meaning ascribed thereto in Section 16.1;

"Purchasers" means the purchasers who purchase Subscription Receipts pursuant to the Subscription Agreements, and each such purchaser, a "Purchaser";

"QIB" or "Qualified Institutional Buyer" means a "Qualified Institutional Buyer" as such term is defined in Rule 144A(a)(1) under the U.S. Securities Act;

"Resulting Issuer" means Freeform (proposed to be named "Gold Mountain Mining Corp." following the Name Change) following completion of the RTO;

"Resulting Issuer Share" means a Freeform Share following completion of the RTO, including but not limited to those issued pursuant to the terms of the Definitive Agreement and the Subscription Receipt Agreement;

"Resulting Issuer Unit" means, collectively, one (1) Resulting Issuer Share and one-half of one (0.5) Resulting Issuer Warrant issuable upon exchange of the Bayshore Shares and Bayshore Warrants issuable upon conversion of the Subscription Receipts;

"Resulting Issuer Warrant" means each whole common share purchase warrant of the Resulting Issuer issuable upon exchange of the Bayshore Warrants;

"Resulting Issuer Warrant Share" means a Resulting Issuer Share issuable upon exercise of a Resulting Issuer Warrant;

"Resulting Issuer Securities" means, collectively, the Resulting Issuer Units, Resulting Issuer Shares, Resulting Issuer Warrants, and Resulting Issuer Warrant Shares;

"RTO" means the reverse take-over and related transactions contemplated to be completed in accordance with the Definitive Agreement;

"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 Document Analysis and Retrieval;

"Selling Jurisdictions" means, collectively, (i) all of the provinces and territories of Canada, (ii) the United States, and (iii) such other jurisdictions outside of Canada and the United States as mutually agreed between Bayshore and the Agents, provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of Bayshore;

"Shortfall Amount" has the meaning ascribed thereto on the second page of this Agreement;

"Subscription Agreements" means the subscription agreements for Subscription Receipts, in the forms agreed upon by Bayshore and the Agents, for the purchase and sale of the Subscription Receipts to Purchasers pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto;

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

"Subscription Receipt Agreement" has the meaning ascribed thereto on the face page of this Agreement;

"Subscription Receipts" has the meaning ascribed thereto on the face page of this Agreement;

"Subsequent Closing Date" means any date following the Closing Date upon which a Closing occurs, as Bayshore and Canaccord, on behalf of the Agents, may mutually agree;

"subsidiary" has the meaning ascribed thereto in the Business Corporations Act (British Columbia);

"Tax Act" means the Income Tax Act (Canada), as the same may be amended from time to time, and includes any regulations thereto;

"Tax" and "Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Law" means any Law that imposes Taxes or that deals with the administration or enforcement of liabilities for Taxes, including under the Tax Act;

"Tax Returns" means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Governmental Entity in connection with the determination, assessment, collection or administration of Taxes;

"Technical Report" means the preliminary economic assessment on the Elk Gold Project dated September 21, 2020 with an effective date of July 3, 2020.

"Term Sheet" means the term sheet of Bayshore included in the Subscription Agreements in respect of the Offering;

"Termination Date" has the meaning ascribed thereto on the second page of this Agreement;

"Termination Event" has the meaning ascribed thereto on the second page of this Agreement;

"Termination Notice" means a written notice from Bayshore or Freeform addressed to the Subscription Receipt Agent and Canaccord indicating that a Termination Event has occurred and directing the Subscription Receipt Agent to return all Escrowed Funds to the Subscription Receiptholders in accordance with the terms of the Subscription Receipt Agreement, as applicable;

"Transaction Documents" means, collectively, the Offering Documents and the Definitive Agreement;

"TSXV" means the TSX Venture Exchange Inc.;

"TSXV Listing" means listing on the TSXV of the Resulting Issuer Shares issuable on completion of the RTO;

"TSXV Listing Approval" means the conditional approval of the TSXV for the TSXV Listing;

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

"U.S. Affiliates" has the meaning ascribed thereto in Section 2.2;

"U.S. Person" means a "U.S. person" as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act;

"U.S. Purchaser" means (a) any Purchaser in the United States, (b) any person purchasing securities for the account or benefit of any person in the United States, (c) any person that receives or received an offer of the Subscription Receipts while in the United States and (d) any person that is in the United States at the time the Purchaser's buy order was made or such Subscription Agreement 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 under the U.S. Securities Act or persons holding accounts excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act, solely in their capacities as holders of such accounts; and

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Warrant Agent" has the meaning ascribed thereto on the second page of this Agreement;

"Warrant Indenture" has the meaning ascribed thereto on the second page of this Agreement;

1.2 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.

1.3 Governing Law: This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia 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 British Columbia.

1.4 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.

1.5 Schedules: Schedule "A" – Compliance with United States Securities Laws, and Schedule "B" – Form of Lock-Up Agreement, each as attached to this Agreement, are deemed to be a part of this Agreement and are hereby incorporated by reference herein.

2. Nature of Transaction

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, Bayshore hereby appoints the Agents, as its exclusive agents, to offer for sale by way of private placement on a "best efforts" basis, without underwriter liability, the Subscription Receipts to be issued and sold pursuant to the Offering and the Agents agree that they will only solicit and arrange for purchasers of Subscription Receipts 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 any of the Companies to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws or otherwise comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

2.2 United States Sales. The parties to this Agreement acknowledge that the Subscription Receipts and Bayshore Units deliverable upon conversion thereof, as well as the Resulting Issuer Securities, have not been and will not be registered under the U.S. Securities Act or applicable state securities Laws, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States 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, Bayshore, the Agents and their respective U.S. Affiliates (as defined below) agree that any offers or sales to U.S. Purchasers shall be conducted only in the manner specified in Schedule "A" of this Agreement. All actions to be undertaken by the Agents in the United States in connection with the matters contemplated herein shall be undertaken through a duly registered U.S. broker-dealer Affiliate in good standing with the Financial Industry Regulatory Authority, Inc. (the "U.S. Affiliates") or a U.S. registered broker-dealer that is a member of the selling group engaged in connection with such offer or sale.

2.3 Filings. Bayshore 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 Bayshore in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts 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, and the Agents agree to assist Bayshore in all 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 Bayshore.

2.4 Solicitation of Orders. Neither the Companies nor the Agents shall: (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, other than the Investor Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts 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 Subscription Receipts whose attendees have been invited by general solicitation or advertising.

3. The RTO and Regulatory Filings

3.1 The Companies, as applicable, shall use their commercially reasonable efforts to: (a) take all actions reasonably necessary or required to complete the RTO as soon as practicable and, in any event, on or before the Escrow Release Deadline, (b) take all actions reasonably necessary to ensure that the TSXV Listing Approval is obtained prior to the Escrow Release Deadline, and (c) prepare and, to the extent required, file all documents required by Securities Regulators in connection with the issuance and sale of the Subscription Receipts by Bayshore, the issuance of the Bayshore Units upon the conversion of the Subscription Receipts, and the issuance of the Resulting Issuer Units upon exchange of the Bayshore Units in each case, so as to permit and enable such securities to be lawfully distributed on a prospectus exempt basis in the Selling Jurisdictions in accordance with this Agreement and the Subscription Agreements. The Companies shall allow and assist the Agents and their counsel to participate fully in the preparation of, and to approve the form of all documentation required in respect of the Offering. The Companies will permit and provide the Agents and their counsel with a reasonable opportunity to review and provide comments on the Disclosure Document prepared in connection with the RTO (and the Companies shall accept all comments provided by the Agents which the Companies consider reasonable).

4. Representations as to the Investor Presentation and the Disclosure Document

4.1 In carrying out its responsibilities, the Agents will necessarily rely on information prepared by or supplied by the Companies or their affiliates, including any of their respective officers, directors, employees, agents and other representatives. In this regard, the Agents will be entitled to rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will be liable for any damages arising out of the inaccuracy or incompleteness of such information. The Companies will bear sole responsibility for the accuracy and completeness of any disclosure document prepared in connection with the Offering or the RTO.

4.2 The delivery to Purchasers of the Investor Presentation and the filing of the Disclosure Document on SEDAR shall constitute a representation and warranty by each of the Companies that all respective information and statements contained in the Investor Presentation and the Disclosure Document in respect of the Companies (and the Resulting Issuer) are true and correct in all material respects at the time of delivery or filing thereof, that the Investor Presentation and the Disclosure Document contain no misrepresentation, and that no material fact or information has been omitted therefrom which is necessary to make the statements or information contained therein in respect of the Companies (and the Resulting Issuer) not misleading in light of the circumstances under which they were made.

5. Representations, Warranties and Covenants of the Agents

5.1 Each Agent hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Companies that (and will use its commercially reasonable efforts to cause any members of its selling groups to):

• (a) it will conduct activities in connection with arranging for the sale and distribution of the Subscription Receipts in compliance with all Applicable Securities Laws and the provisions of this Agreement;
• (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Subscription Receipts or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials (other than the Investor Presentation) in any country or jurisdiction so as to require registration of the Subscription Receipts or filing of a prospectus or similar document with respect thereto or compliance by the Companies with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;
• (c) it will obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Companies; and
• (d) it is duly registered pursuant to the provisions of the 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 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 as described in Section 2.2.

6. Covenants of the Companies

6.1 Each of the Companies, individually and without liability for the other, hereby covenant to the Agents, the U.S. Affiliates and to the Purchasers, as applicable, and acknowledge that each of them is relying on such covenants in connection with the purchase of the Subscription Receipts and the completion of the Offering, as follows:

• (a) Bayshore shall duly execute and deliver, at or prior to the Closing Time, the Subscription Agreements (subject to the applicable rights to accept or reject a subscription, in whole or in part), the Subscription Receipt Agreement and the certificates evidencing the Subscription Receipts (if any), and the Warrant Indenture, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by Bayshore;
• (b) the Companies shall use their commercially reasonable efforts to fulfill, at or prior to the Closing Time, each of the conditions set out in Section 10;
• (c) the Companies shall deliver to the Agents copies of all material correspondence and other written communications between the Companies and the TSXV, and between

the Companies and the Securities Regulators, relating to the Offering and the RTO and will generally keep the Agents apprised of the progress and status of, including all favourable and materially adverse developments relating to the Offering or the RTO;

• (d) Bayshore shall ensure that the Subscription Receipts shall be duly and validly created, authorized and issued on payment of the Offering Price therefor, and shall have attributes corresponding in all material respects to the description thereof set forth in the Term Sheet, this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;

• (e) prior to the completion of the Amalgamation, Bayshore shall: (i) have a sufficient number of Bayshore Shares authorized and allotted for issuance upon the full conversion of the Subscription Receipts and shall ensure that the Bayshore Shares, upon issuance, are duly and validly issued as fully paid and non-assessable common shares of Bayshore; (ii) authorize for issuance the Bayshore Warrants issuable upon full conversion of the Subscription Receipts; and (iii) have a sufficient number of Bayshore Shares authorized and allotted for issuance upon the full exercise of the Bayshore Warrants and shall ensure that the Bayshore Shares, upon issuance, are duly and validly issued as fully paid and non-assessable common shares of Bayshore;

• (f) Bayshore shall duly execute and deliver, at or prior to the Closing Time, the Broker Warrant Certificates and ensure that the Broker Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Broker Warrant Certificates;

• (g) prior to the completion of the RTO, Freeform shall: (i) have a sufficient number of Resulting Issuer Shares authorized and allotted for issuance: (A) upon completion of the exchange of the outstanding securities of Bayshore following the Escrow Release for securities of the Resulting Issuer (including but not limited to in respect of the Resulting Issuer Units issuable upon exchange of the Bayshore Units); (B) upon full exercise of the Resulting Issuer Warrants; and (C) upon full exercise of the Broker Warrants; and (iii) authorize for issuance the Resulting Issuer Warrants issuable upon full exchange of the Bayshore Warrants;

• (h) Freeform shall ensure that the Resulting Issuer Shares and Resulting Issuer Warrant Shares, upon issuance, are duly and validly issued as fully paid and non-assessable common shares of the Resulting Issuer, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Term Sheet, this Agreement, the Subscription Agreements and the Subscription Receipt Agreement, the Warrant Indenture, the Broker Warrant Certificates, and the Definitive Agreement;

• (i) Freeform shall ensure that the Resulting Issuer Warrants, upon issuance, are duly and validly created and shall have the attributes corresponding in all material respects to the description thereof set forth in the Term Sheet, this Agreement, the Subscription Agreements and the Subscription Receipt Agreement, and the Warrant Indenture;

• (j) the Companies will comply with the terms of the Subscription Receipt Agreement and the Warrant Indenture, as applicable;

• (k) the Companies shall not amend, modify, delete or waive any material provision of the Definitive Agreement without the prior written consent of Canaccord, such consent not to be unreasonably withheld or delayed;

• (l) the Resulting Issuer shall use the net proceeds of the Offering on a basis consistent with that described in the Investor Presentation and Disclosure Document;

• (m) the Companies shall retain: (i) the Subscription Receipt Agent or a substituted licensed trust company acceptable to Canaccord, acting reasonably, as subscription receipt agent in respect of the Subscription Receipts; and (ii) the Warrant Agent or a substituted licensed trust company acceptable to Canaccord, acting reasonably, as warrant agent in respect of the Bayshore Warrants and Resulting Issuer Warrants;

• (n) the Companies, and following the completion of the RTO, the Resulting Issuer, shall not issue or sell any Resulting Issuer Shares or financial instruments convertible or exchangeable into Resulting Issuer Shares, other than: (i) for purposes of director or employee stock options or other security based compensation arrangements, and (ii) to satisfy existing instruments of the Companies already issued as of the date of the Engagement Letter or to be issued in connection with closing of the RTO, for a period of 120 days from the date of the Escrow Release, without the prior consent of Canaccord, on behalf of the Agents, such consent not to be unreasonably withheld;

• (o) Bayshore shall use its commercially reasonable efforts to cause each of the directors and officers of the Resulting Issuer to execute and deliver lock-up agreements in the form of Schedule "B" attached to this Agreement at or prior to the Closing Time in accordance with Section 10.1(k);

• (p) the Companies shall use their commercially reasonable efforts to ensure the TSXV Listing Approval is obtained prior to the Escrow Release Deadline;

• (q) in the event of a Termination Event, Bayshore shall remit the Shortfall Amount, if any, to the Subscription Receipt Agent forthwith following provision of the Termination Notice in accordance with the terms of the Subscription Receipt Agreement;

• (r) the Companies shall use their commercially reasonable efforts to have executed and delivered all such agreements and other instruments as are necessary to give effect to the RTO (including those in respect of Acquireco) as soon as reasonably possible following the Closing Date;

• (s) the Companies shall use their 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 Companies of their obligations under the Transaction Documents, as applicable; and

• (t) the Companies shall forthwith notify the Agents 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 Companies contained in the Transaction Documents is or has become untrue or inaccurate in any material respect.

7. Material Changes

7.1 During the period from the date hereof to the earlier to occur of: (i) the completion of the RTO, and (ii) the Escrow Release Deadline, the Agents will be kept fully informed of all material changes affecting the Companies and the Companies shall, upon becoming aware of same, promptly notify Canaccord (and, if requested by Canaccord, confirm such notification in writing) of:

• (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Companies or their subsidiaries or affiliates, as the case may be, or on the market price or value of the Subscription Receipts or other securities of the Companies;
• (b) any material fact which has arisen and would have been required to have been stated in the Investor Presentation or the Disclosure Document in respect of the Companies had the fact arisen on, or prior to, the date of such document or that could reasonably be expected to be relevant to potential Purchasers;
• (c) any notice by any judicial or regulatory authority requesting any information, meeting, or hearing relating to the Companies and their respective affairs, the Offering or the RTO, other than in those in the ordinary course relating to the RTO, the Exploration Permit or the Mining Permit. or
• (d) any change in any material fact contained in the Investor Presentation or the Disclosure Document or any amendments or supplements thereto, in respect of the Companies which change is, or may be, of such a nature as to result in a misrepresentation in the Investor Presentation or the Disclosure Document or which would result in the Investor Presentation or the Disclosure Document, as the case may be, not complying (to the extent that such compliance is required) with Canadian Securities Laws.

During the period from the date hereof to the completion of the RTO, the Companies shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change. The Companies shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice need be given to the Agents pursuant to this Section 7. Unless advised otherwise, the Agents will be entitled to assume that there has been no material change in any information provided by the Companies and will be entitled to rely thereon.

8. Representations and Warranties of Freeform

8.1 Freeform hereby represents and warrants to the Agents, the U.S. Affiliates and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Subscription Receipts and the completion of the Offering, as follows:

(a) Corporate Existence. Freeform is a company duly incorporated, validly existing and in good standing under the laws of British Columbia. No proceedings have been taken or authorized by Freeform in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Freeform.

• (b) Subsidiary. Acquireco is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia. No proceedings have been taken or authorized by Freeform in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Acquireco. Freeform is the registered and beneficial owner of all of the issued and outstanding common shares of Acquireco and Freeform does not otherwise own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity. Acquireco does not own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity.
• (c) Capacity and Power. Freeform has the requisite corporate power and authority and capacity to own or lease its assets and carry on its business as currently being conducted and as contemplated to be carried on and to enter into and perform its obligations under each of the Transaction Documents to which it is a party, including but not limited to the creation and issuance of the Resulting Issuer Securities.
• (d) Binding Obligation. The execution, delivery and performance of its obligations under each of the Transaction Documents to which Freeform is a party by Freeform and the consummation by it of the transactions contemplated hereby and thereby, including but not limited to the creation and issuance of the Resulting Issuer Securities, has been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the board of directors or shareholders of Freeform is or will be required. Each of each of the Transaction Documents to which Freeform is a party constitutes a valid and binding obligation of Freeform, enforceable against Freeform in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other laws of general application limiting the enforcement of creditors' rights generally and by the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.
• (e) Absence of Conflict. None of the execution and delivery of the Transaction Documents to which it is a party, the performance of the obligations of Freeform hereby or thereby, or the completion of the Offering or the RTO will:
  • (i) result in or constitute a breach of any terms or provision of, or constitute a default under, the notice of articles or articles of Freeform, or any agreement or other commitment to which Freeform is a party or by which Freeform is bound;
  • (ii) constitute an event which would permit any party to any material Contract with Freeform to terminate such material Contract;
  • (iii) result in the creation or imposition of any Encumbrance on the Freeform Shares;
  • (iv) 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 Freeform, including under Canadian Securities Laws, (ii) the constating documents or resolutions of Freeform which are in effect at the date hereof, (iii) any mortgage, note, indenture, contract, agreement, partnership,

instrument, or other document to which Freeform is a party or by which it is bound, or (iv) any judgment, decree or order binding on Freeform.

• (f) Constating Documents. The certificate of incorporation, notice of articles and articles of Freeform constitute all of the constating documents of Freeform and are in full force and effect, and no actions have been taken and no changes are planned to further amend such constating documents.

• (g) No Business Operations. Freeform has no agreements, liabilities (including in respect of Taxes), Contracts, undertakings or commitments whatsoever of any kind other than the Transaction Documents to which it is a party and does not carry out any active business and has been formed for the sole purpose of carrying out the RTO.

• (h) Regulatory Approvals. Other than approvals required as part of the satisfaction of the Escrow Release Conditions, no authorization, approval, order, consent of, or filing with, any Governmental Entity is or will be, to the knowledge of Freeform, required on the part of Freeform in connection with the execution, delivery and performance of its obligations under the Transaction Documents to which it is a party.

• (i) Compliance with Laws. Freeform has conducted and is conducting its business in compliance in all material respects with applicable Laws (including specifically consumer protection legislation) in each jurisdiction in which Freeform carries on business and Freeform holds all material licences, registrations and qualifications in all jurisdictions in which Freeform carries on business which are necessary or desirable to carry on the business of Freeform, as now conducted and as presently proposed to be conducted under the Transaction Documents to which it is a party.

• (j) Authorized and Issued Capital. The authorized share capital of Freeform consists of an unlimited number of Freeform Shares. As of the date hereof, there are: (i) 10,700,000 Freeform Shares validly issued and outstanding; (ii) 250,000 Freeform Options; and (iii) 300,000 IPO Agent's Options. Other than the IPO Agent's Options and Freeform Options issued pursuant to the stock option plan of Freeform as noted above, and any Resulting Issuer Securities under the RTO, there are no other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Freeform to issue or sell any Freeform Shares or securities or obligations of any kind convertible into or exchangeable for or otherwise carrying the right or obligation to acquire any Freeform Shares, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Freeform, and no person is entitled to any pre-emptive or other similar right granted by Freeform.

• (k) Pre-Emptive Rights.

  • (i) No shareholder of Freeform is entitled to pre-emptive rights or registration rights;
  • (ii) Freeform is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; and
  • (iii) Freeform is not a party to, and Freeform does not have any knowledge of, any agreement restricting the voting or transfer of any Freeform Shares.

• (l) Due Registration and Compliance. Freeform is a "reporting issuer" in good standing in Alberta, British Columbia and Ontario. Freeform is in compliance with all continuous disclosure and other applicable Laws and the Freeform Disclosure Documents are free from any misrepresentation. No securities commission or other authority of any government or self-regulatory organization has issued any order preventing the Qualifying Transaction or the trading of any securities of Freeform.

• (m) Prior Issuances of Securities; No Foreign Registration; No Cease Trade Orders.

  • (i) The offer and sale of all Freeform Shares, convertible securities, rights, warrants or options of Freeform issued and outstanding as of the date of this Agreement have been made in compliance with all applicable Laws;
  • (ii) Freeform is not required to file periodic reports with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Act; and
  • (iii) No order ceasing or suspending trading in any securities of Freeform, prohibiting the sale of securities of Freeform or the trading of Freeform's issued securities is issued and outstanding and, to the knowledge of Freeform, no proceedings for such purpose are pending, threatened or contemplated.

• (n) Non-Arm's Length Loans; Loan to Insiders, etc. Freeform has made no payment or loan to, or borrowed any funds from or is otherwise indebted to, any officer, director, employee, shareholder or any other person not dealing at arm's length with Freeform, other than as disclosed in the Freeform Financial Statements. Freeform is not a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm's length with Freeform, other than as disclosed in the Freeform Financial Statements as "related party transactions".

• (o) Books and Records. The Books and Records and minute books of Freeform are maintained substantially in accordance with all applicable Laws and the minute books and the responses to all of the due diligence requests of the Agents in respect of the RTO and the Offering are complete and accurate in all material respects. The data room made available to the Agents contains accurate copies of all documents requested and there are no material omissions.

• (p) Financial Statements.

  • (i) The Freeform Financial Statements have been prepared in accordance with IFRS and present fairly the assets and liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Freeform as at the respective dates of such financial statements; and
  • (ii) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since January 31, 2020 with the auditor of Freeform.

• (q) Taxes. Freeform has filed or will file, by the Effective Date, all Tax Returns, and has withheld or collected and remitted or will withhold or collect and remit all amounts to be withheld or collected and remitted with respect to any Taxes as required under all applicable Tax Laws. There are no actions, suits or proceedings, in progress,

pending, or, to the knowledge of Freeform threatened, in connection with any Taxes. The provisions for Taxes shown on the Freeform Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Freeform Financial Statements.

• (r) Absence of Changes. Since the most recent balance sheet and statement of loss included in the Freeform Financial Statements, there has not been:

  • (i) any change in the financial condition, operations, results of operations, or business of Freeform that has had a Material Adverse Effect nor has there been any occurrence or circumstances which, with the passage of time, might reasonably be expected to have a Material Adverse Effect; or
  • (ii) any damage, destruction or loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by Freeform which has had, or may reasonably be expected to have a Material Adverse Effect.

• (s) Absence of Undisclosed Liabilities. Freeform does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), including under any guarantee of any debt except to the extent reflected or reserved in the Freeform Financial Statements.

• (t) Absence of Unusual Transactions. Since the most recent balance sheet and statement of loss included in the Freeform Financial Statements:

  • (i) Freeform has conducted its business only in the usual, ordinary and regular course and consistent with past practice;
  • (ii) no liability or obligation of any nature, other than those related to the RTO and the Offering, whether absolute, accrued, contingent or otherwise that has had or is reasonably likely to have a Material Adverse Effect, has been incurred; and
  • (iii) no event that has had or is reasonably likely to have a Material Adverse Effect has occurred.

• (u) Management Contracts. Freeform is not a party to any written management contract or employment agreement, including, without limitation, any contract which provides for a right of payment in the event of a change of control of Freeform.

• (v) Material Contracts. Freeform is not a party to any material Contract other than in respect of the agreements relating to the RTO and the Offering.

• (w) Litigation. There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of Freeform, pending, commenced, or, to the knowledge of Freeform, pending, threatened or contemplated in respect of Freeform. There is no outstanding judgment, decree, order, ruling or injunction involving Freeform or relating in any way to the RTO or the Offering.

• (x) No Expropriation. No property or asset of Freeform has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced nor is there any intent or proposal to give any such notice or commence any such proceeding.

• (y) Public Filings. As of their respective dates, the Freeform Disclosure Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Freeform Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Freeform has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

• (z) Finder's Fees. Other than in respect of the Agents under Offering, Freeform 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 and the RTO.

• (aa) COVID-19. Except as mandated by or in conformity with the recommendations of a Governmental Entity, which government mandates have not materially affected Freeform, there has been no closure or suspension of the operations or workforce productivity of Freeform as a result of the novel coronavirus disease outbreak (the "COVID-19 Outbreak").

• (bb) Corruption. None of Freeform nor any director, officer, or, to the knowledge of Freeform, agent, employee or other person acting on behalf of Freeform has, in the course of its actions for, or on behalf of, Freeform: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

• (cc) Anti-Money Laundering. The operations of Freeform are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of 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, the "Applicable Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Entity involving Freeform with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of Freeform, threatened.

• (dd) Forward-Looking Information. All forward-looking information and statements of Freeform contained in the Investor Presentation and that will be contained in the Disclosure Document and the assumptions underlying such information and statements, subject to any qualifications contained therein, are or will be reasonable in the circumstances as at the date on which such statements and assumptions were made.

• (ee) Market Data. The market, industry and economic related data included in the Investor Presentation and any such information that will be included in the Disclosure Document are or will be derived from sources which Freeform reasonably believes to be accurate, reasonable and reliable, and such data is or will be consistent with the sources from which it was derived.

• (ff) Escrow Release Conditions. To the knowledge of Freeform, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.

• (gg) Full and Complete Disclosure. None of the foregoing representations, warranties and statements of fact and none of the Freeform Disclosure Documents contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement or representation not misleading to a prospective purchaser of Freeform Shares who is seeking full information concerning Freeform and its properties, businesses and affairs. Freeform further represents and warrants that all public disclosures and filings required to be made by Freeform by applicable Canadian Securities Laws have been made and filed by Freeform as of the date hereof.

9. Representations and Warranties of Bayshore

9.1 Bayshore hereby represents and warrants to the Agents, the U.S. Affiliates and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Subscription Receipts and the completion of the Offering, as follows:

• (a) Corporate Existence. Bayshore is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia. No proceedings have been taken or authorized by Bayshore in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Bayshore.
• (b) Subsidiaries.
  • (i) Gold Mountain is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia. No proceedings have been taken or authorized by Bayshore in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Gold Mountain. Bayshore is the registered and beneficial owner of all of the issued and outstanding Gold Mountain Shares and Bayshore does not otherwise own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity. Other than the common shares of Gold Mountain Resource Corp., Gold Mountain does not own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity.
  • (ii) Gold Mountain Resource Corp. is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia. No proceedings have been taken or authorized by Bayshore or Gold Mountain in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Gold Mountain Resource Corp. Gold Mountain is the registered and beneficial owner of all of the issued and outstanding common shares of Gold

Mountain Resource Corp. and Gold Mountain Resource Corp. does not otherwise own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity.

• (c) Capacity and Power. Each of Bayshore and Gold Mountain have the requisite corporate power and authority and capacity to own or lease its assets and carry on its business as currently being conducted and as contemplated to be carried on. Bayshore has the requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party, including but not limited to the creation and issuance of the Subscription Receipts, the Bayshore Shares and Bayshore Warrants issuable upon conversion thereof, and the Broker Warrants.
• (d) Binding Obligation. The execution, delivery and performance of its obligations under each of the Transaction Documents to which Bayshore is a party by Bayshore and the consummation by it of the transactions contemplated hereby and thereby, including but not limited to the creation and issuance of the Subscription Receipts, the Bayshore Shares and Bayshore Warrants issuable upon conversion thereof, and the Broker Warrants, has been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the board of directors or shareholders of Bayshore is or will be required. Each of each of the Transaction Documents to which Bayshore is a party constitutes a valid and binding obligation of Bayshore, enforceable against Bayshore in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other laws of general application limiting the enforcement of creditors' rights generally and by the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.
• (e) Absence of Conflict. None of the execution and delivery of the Transaction Documents to which it is a party, the performance of the obligations of Bayshore hereby or thereby, or the completion of the Offering or the RTO will:
  • (i) result in or constitute a breach of any terms or provision of, or constitute a default under, the notice of articles or articles of Bayshore or Gold Mountain, or any agreement or other commitment to which Bayshore or Gold Mountain is a party or by which Bayshore or Gold Mountain is bound;
  • (ii) constitute an event which would permit any party to any material Contract with Bayshore or Gold Mountain to terminate such material Contract;
  • (iii) result in the creation or imposition of any Encumbrance on the Bayshore Shares;
  • (iv) 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 Bayshore or Gold Mountain, including under Canadian Securities Laws, (ii) the constating documents or resolutions of Bayshore or Gold Mountain which are in effect at the date hereof, (iii) any mortgage, note, indenture, contract, agreement, partnership, instrument, or other document to which Bayshore or Gold Mountain is a party or by which it is

bound, or (iv) any judgment, decree or order binding on Bayshore or Gold Mountain.

• (f) No Limitations of Business Operations. Except for the Equinox Agreements and the NSR Agreement, neither Bayshore nor Gold Mountain is not a party to, or bound or affected by, any Contract containing any covenant expressly limiting its respective abilities to compete in any line of business, or transfer or move any of its assets or operations.
• (g) Regulatory Approvals. Other than approvals required as part of the satisfaction of the Escrow Release Conditions, no authorization, approval, order, consent of, or filing with, any Governmental Entity is or will be, to the knowledge of Bayshore, required on the part of Bayshore in connection with the execution, delivery and performance of its obligations under the Transaction Documents to which it is a party.
• (h) Compliance with Laws. Each of Bayshore and Gold Mountain has conducted and is conducting its business in compliance in all material respects with applicable Laws (including specifically consumer protection legislation) in each jurisdiction in which Bayshore and Gold Mountain carries on business and each of Bayshore and Gold Mountain holds all material licences, registrations and qualifications in all jurisdictions in which each of Bayshore and Gold Mountain carries on business which are necessary or desirable to carry on the business of Bayshore and Gold Mountain, as now conducted and as presently proposed to be conducted under the Transaction Documents.
• (i) Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Contract to which Bayshore or Gold Mountain is a party in order to complete the transactions contemplated by the Transaction Documents.
• (j) Constating Documents. The notice of articles and articles of Bayshore and Gold Mountain constitute all of the constating documents of Bayshore and Gold Mountain and are in full force and effect; no action has been taken and no changes are planned to amend the notice of articles or articles of Bayshore or Gold Mountain, other than in conjunction with the Amalgamation.
• (k) Jurisdictions. Each of Bayshore and Gold Mountain is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all material respects, in each jurisdiction in which: (i) it owns or leases property, or (ii) the nature or conduct of its business or any part thereof, or the nature of the property of Bayshore and Gold Mountain or any part thereof, makes such qualification necessary to enable the business to be carried on as now conducted and as proposed to be conducted, to enable the property and assets of Bayshore and Gold Mountain to be owned, leased and operated by it, except where failure to be so licensed, registered and qualified or to make such filings would not have a Material Adverse Effect on Bayshore or Gold Mountain.
• (l) Authorized and Issued Capital. Bayshore is authorized to issue an unlimited number of Bayshore Shares. As of the date hereof, (I) 32,815,546 Bayshore Shares are issued and outstanding; and (ii) 272,000 Bayshore Special Warrants; and (iii) 3,098,854 Bayshore Options. Other than the Subscription Receipts, and the Bayshore Shares

and Bayshore Warrants issuable upon conversion thereof, there are no other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Bayshore to issue or sell any Bayshore Shares or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Bayshore Shares, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Bayshore, and no person is entitled to any pre-emptive or other similar right granted by Bayshore.

• (m) Pre-Emptive Rights.

  • (i) No securityholder of Bayshore is entitled to pre-emptive rights or registration rights;
  • (ii) Bayshore is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; and
  • (iii) Bayshore is not a party to, and Bayshore does not have any knowledge of, any agreement restricting the voting or transfer of any Bayshore Shares.

• (n) Prior Issuances of Securities; No Foreign Registration; No Cease Trade Orders.

  • (i) The offer and sale of all Bayshore Shares, Bayshore Options and Bayshore Special Warrants issued and outstanding as of the date of this Agreement have complied with all applicable Laws.
  • (ii) Bayshore's securities are not registered with any securities commission or with any securities regulator in Canada or other foreign jurisdiction. Bayshore is not required to file periodic reports with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended.
  • (iii) No order ceasing or suspending trading in any securities of Bayshore, prohibiting the sale of securities of Bayshore or the trading of any of Bayshore's issued securities has been issued and, to the best of Bayshore's knowledge, no proceedings for such purpose are pending, threatened or contemplated.

• (o) No Voting Trust, etc. Except for any statutorily required hold periods, none of the issued and outstanding Bayshore Shares are, to the knowledge of Bayshore, subject to escrow restrictions, pooling arrangements or voting trusts, whether voluntary or involuntary.

• (p) Non-Arm's Length Loans, Loans to Insiders, etc. Neither Bayshore nor Gold Mountain has made no payment or loan to, or borrowed any funds from or is otherwise indebted to, any officer, director, employee, shareholder or any other person not dealing at arm's length with Bayshore or Gold Mountain, other than as will be disclosed in the Bayshore Financial Statements. Neither Bayshore nor Gold Mountain is a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm's length with Bayshore or Gold Mountain, other than as will be disclosed in the Bayshore Financial Statements as "related party transactions".

• (q) Books and Records. The Books and Records and minute books of Bayshore and Gold Mountain are maintained substantially in accordance with all applicable Laws and the minute books and the responses to all of the due diligence requests of the Agents in respect of the RTO and the Offering are complete and accurate in all material respects. The data room made available to the Agents contains accurate copies of all documents requested and there are no material omissions.

• (r) Financial Statements. The Bayshore Financial Statements have been prepared in accordance with IFRS and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Bayshore as at the respective dates of such financial statements.

• (s) Taxes. Bayshore and Gold Mountain have withheld or collected and remitted all amounts to be withheld or collected and remitted with respect to any Taxes as required under all applicable Tax Laws and have established an adequate reserve for those Taxes not yet due and payable. There are no actions, suits or proceedings, in progress, pending, or, to the knowledge of Bayshore, threatened against Bayshore or Gold Mountain, in connection with any Taxes. The provisions for Taxes shown on the Bayshore Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Bayshore Financial Statements.

• (t) Absence of Changes. Since the most recent balance sheet and statement of loss included in the Bayshore Financial Statements, there has not been:

  • (i) any change in the financial condition, operations, results of operations, or business of Bayshore or Gold Mountain that has had a Material Adverse Effect nor has there been any occurrence or circumstances which, with the passage of time, might reasonably be expected to have a Material Adverse Effect; or
  • (ii) any damage, destruction or loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by Bayshore or Gold Mountain which has had, or may reasonably be expected to have a Material Adverse Effect.

• (u) Absence of Undisclosed Liabilities. Bayshore and Gold Mountain do not have any material liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that exceed $20,000, which:

  • (i) are not set forth in the Bayshore Financial Statements or have not heretofore been paid or discharged;
  • (ii) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan;
  • (iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since January 31, 2020.

• (v) Absence of Unusual Transactions. Since the most recent balance sheet and statement of loss included in the Bayshore Financial Statements:

• (i) Bayshore and Gold Mountain have conducted their business only in the usual, ordinary and regular course and consistent with past practice;

• (ii) no liability or obligation of any nature, other than those related to the RTO and the Offering, whether absolute, accrued, contingent or otherwise that has had or is reasonably likely to have a Material Adverse Effect, has been incurred; and

• (iii) no event that has had or is reasonably likely to have a Material Adverse Effect has occurred.

• (w) Employees. There are no outstanding amounts payable to employees of Bayshore or Gold Mountain other than in the ordinary course of business.

• (x) Management Contracts. Bayshore and Gold Mountain are not a party to any written management contract, including, without limitation, any contract which provides for a right of payment in the event of a change in control of Bayshore or Gold Mountain.

• (y) Material Contracts. Bayshore and Gold Mountain are not in default or breach of any material Contract, and, to the knowledge of Bayshore, there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. To the knowledge of Bayshore, no counterparty to any material Contract is in default of any of its obligations under any material Contract, Bayshore and Gold Mountain are entitled to all benefits under each material Contract, as applicable, and Bayshore and Gold Mountain have not received any notice of termination of any material Contract and, to the best of Bayshore's knowledge, no such terminations are pending, threatened or contemplated.

• (z) Litigation. There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of Bayshore or Gold Mountain, pending, commenced, or, to the knowledge of Bayshore, threatened or contemplated that would have a Material Adverse Effect on the business and operations of Bayshore or Gold Mountain. There is no outstanding judgment, decree, order, ruling or injunction involving Bayshore or Gold Mountain or relating in any way to the RTO or the Offering.

• (aa) Finder's Fees. Other than in respect of the Agents under Offering, Bayshore 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 and the RTO.

• (bb) Scientific and Technical Information.

  • (i) The Technical Report for the Elk Gold Project conforms in all material respects with the requirements of NI 43-101 at the time of filing thereof.
  • (ii) Bayshore made available to the authors of the Technical Report for the Elk Gold Project, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.

• (iii) Bayshore is in compliance in all material respects with the provisions of NI 43- 101, has filed or will file all technical reports required thereby, and there has been no material change of which Bayshore is aware that would, to the knowledge of Bayshore, disaffirm or materially change any aspect of any of the Technical Report for the Elk Gold Project.

• (cc) Interest in Mineral Properties. Other than in respect of certain Encumbrances established pursuant to the NSR Agreement and the Equinox Agreements:

  • (i) Bayshore or Gold Mountain is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or lien: (i) to its mining or any other kind of concessions, claims, permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on the Elk Gold Project and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Bayshore or Gold Mountain), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties and assets reflected in the balance sheet forming part of the Bayshore Financial Statements (collectively, the "Bayshore Assets"), together with all additions thereto. The Bayshore Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Bayshore Financial Statements and in the notes thereto. Bayshore is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the Bayshore Assets.
  • (ii) All mining concessions, mining claims or mineral property in which Bayshore or Gold Mountain has an interest or right, including the Bayshore Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all Laws and are valid and subsisting. Bayshore and/ Gold Mountain's mining concessions, claims, leases, licences or permits comply with all applicable Laws and are not subject to any nullity or voidance actions under any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The mining concessions, claims, leases, licences or permits owned by Bayshore or Gold Mountain do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than Bayshore or Gold Mountain has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Bayshore and

Gold Mountain's surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, grant each of Bayshore and Gold Mountain the right and ability to conduct its business as currently conducted as disclosed in the Bayshore Financial Statements with only such exceptions as do not materially interfere with Bayshore or Gold Mountain's use of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Bayshore or Gold Mountain and free and clear of all material encumbrances.

• (iii) Each of Bayshore and Gold Mountain have duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Bayshore or Gold Mountain under any agreement pertaining to the respective Bayshore Assets or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect.

• (iv) (i) Bayshore and Gold Mountain have the exclusive right to deal with the Bayshore Assets; (ii) no person or entity of any nature whatsoever other than Bayshore or Gold Mountain has any interest in the Bayshore Assets or any right to acquire or otherwise obtain any such interest; (iii) other than as set out in the Bayshore Financial Statements there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Bayshore or Gold Mountain's interests in the Bayshore Assets, and no such rights are threatened; (iv) Bayshore and Gold Mountain have not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Bayshore Assets; and (v) the Bayshore Assets are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Bayshore or Gold Mountain under any of the tenures, licenses, leases, documents, instruments or any other agreement pertaining to the Bayshore Assets and to the knowledge of Bayshore, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the Bayshore Assets are in default thereunder except to the extent such that such defaults would not result in a Material Adverse Effect.

• (v) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Bayshore that are threatened, affecting or which would affect Bayshore or Gold Mountain's right, title or interest in the Bayshore Assets or the ability of Bayshore or Gold Mountain to explore, prospect, exploit or develop the Bayshore Assets, including the title to or ownership of the foregoing, or which might involve the possibility of any judgement or liability affecting the Bayshore Assets.

• (vi) Bayshore has provided the Agents with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Elk Gold Project and Bayshore and/or Gold Mountain has the sole right, title and ownership of all such information, data, reports and studies.

• (vii) There are no landowner's royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which Bayshore or Gold Mountain is bound on or in relation to the Bayshore Assets. To the knowledge of Bayshore, none of the Bayshore Assets are subject to forfeiture or reduction by reference to payout of or production penalty on any well or otherwise or, to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under Bayshore or Gold Mountain, except to the extent that all such reductions or changes to an interest would not result in a Material Adverse Effect on Bayshore or Gold Mountain.

• (dd) Expropriation. No property or asset of Bayshore or Gold Mountain has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of Bayshore, is there any intent or proposal to give any such notice or commence any such proceeding.

• (ee) Environmental.

  • (i) Bayshore and Gold Mountain are in compliance in all material respects with Environmental Laws;
  • (ii) Each of Bayshore and Gold Mountain have operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;
  • (iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any of the real property owned or leased by Bayshore or Gold Mountain or under their control;
  • (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Bayshore or Gold Mountain;
  • (v) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Bayshore or Gold Mountain;
  • (vi) Bayshore and Gold Mountain have not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

• (vii) there is no Action pending or in progress or, threatened against or relating to Bayshore or Gold Mountain, which may affect Bayshore or Gold Mountain or any of the properties or assets of Bayshore or Gold Mountain relating to or alleging any violation of Environmental Laws; and

• (viii) Bayshore and Gold Mountain hold all licences, permits and approvals required under any Environmental Laws in connection with the operation of their business as presently conducted and the ownership and use of their assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Bayshore or Gold Mountain, all such licenses, permits and approvals of Bayshore and Gold Mountain are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by Bayshore or Gold Mountain, and (B) notification relating to reclamation obligations under Environmental Laws, Bayshore and Gold Mountain have not, to the knowledge of Bayshore, received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated, and neither Bayshore nor Gold Mountain nor any of their assets are the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and Bayshore and Gold Mountain are not subject to any known environmental liabilities.

• (ff) Purchases and Sales. Other than in respect of the RTO and the Offering, Bayshore has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation):

  • (i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by Bayshore or Gold Mountain whether by asset sale, transfer of shares or otherwise;
  • (ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of Bayshore or Gold Mountain, or otherwise, of Bayshore or Gold Mountain; or
  • (iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of Bayshore.

• (gg) No Restrictions to Compete. Bayshore and Gold Mountain are not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Bayshore or Gold Mountain to compete in any line of business, transfer or move any of their assets or operations.

• (hh) Insurance. Bayshore and/or Gold Mountain maintain policies of insurance naming Bayshore or Gold Mountain as insured in amounts and in respect of such risks as are

normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the RTO or the Offering.

• (ii) Pension and Employee Benefits. Bayshore and Gold Mountain have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Bayshore or Gold Mountain including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Bayshore or Gold Mountain, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on Bayshore or Gold Mountain.
• (jj) Private Issuer. Bayshore is not a reporting issuer in any jurisdiction in Canada and there is no published market in respect of the Subscription Receipts or Bayshore Shares.
• (kk) COVID-19. Except as mandated by or in conformity with the recommendations of a Governmental Entity, which government mandates have not materially affected Bayshore or its subsidiaries, there has been no closure or suspension of the operations or workforce productivity of Bayshore or Gold Mountain as a result of the COVID-19 Outbreak. Bayshore and/or Gold Mountain has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put appropriate control measures in place to ensure the wellness of all of their employees and surrounding communities where Bayshore and Gold Mountain operate while continuing to operate.
• (ll) Corruption. None of Bayshore, Gold Mountain, nor any director, officer, or, to the knowledge of Bayshore, agent, employee or other person acting on behalf of Bayshore or Gold Mountain has, in the course of its actions for, or on behalf of, Bayshore or Gold Mountain: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.
• (mm) Anti-Money Laundering. The operations of Bayshore and Gold Mountain are and have been conducted at all times in compliance with the Applicable Anti-Money Laundering Laws and no action, suit or proceeding by or before any Governmental Entity involving Bayshore or Gold Mountain with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of Bayshore, threatened.
• (nn) Forward-Looking Information. All forward-looking information and statements of Bayshore contained in the Investor Presentation and that will be contained in the Disclosure Document and the assumptions underlying such information and statements, subject to any qualifications contained therein, are or will be reasonable

in the circumstances as at the date on which such statements and assumptions were made.

• (oo) Market Data. The market, industry and economic related data included in the Investor Presentation and any such information that will be included in the Disclosure Document are or will be derived from sources which Bayshore reasonably believes to be accurate, reasonable and reliable, and such data is or will be consistent with the sources from which it was derived.
• (pp) Due Diligence. All documents and information delivered and provided by or on behalf of Bayshore to the Agents as a part of its due diligence in connection with the RTO and the Offering were complete and accurate in all material respects.
• (qq) Escrow Release Conditions. To the knowledge of Bayshore, no event has occurred which is reasonably likely to prevent the Bayshore Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.
• (rr) Full and Complete Disclosure. None of the foregoing representations, warranties and statements of fact and none of the due diligence documents provided by Bayshore to the Agents in respect of the RTO and the Offering contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement or representation not misleading to a prospective purchaser of Subscription Receipts who is seeking full information concerning Bayshore or Gold Mountain and their properties, businesses and affairs. Bayshore further represents and warrants that all public disclosures and filings required to be made by Bayshore by applicable Canadian Securities Laws have been made and filed by Bayshore as of the date hereof.

10. Conditions to Closing

10.1 The following are conditions to the completion of the Agents' obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Companies, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by Canaccord, on behalf of the Agents:

• (a) the respective board of directors of each of the Companies will have authorized and approved the Transaction Documents and the Offering and all matters relating to the foregoing;

• (b) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of each of the Companies or such other senior officers of each of the Companies as may be acceptable to the Agents, acting reasonably, addressed to the Agents, with respect to: (i) the constating documents of the respective Company, (ii) all resolutions of the board of directors of the respective 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 respective 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 Agents may reasonably require;

• (c) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of each of the Companies or such other senior officers of each of the Companies as may be acceptable to the Agents, acting reasonably, addressed to the Agents, in form and content satisfactory to Canaccord, on behalf of the Agents, acting reasonably, certifying that:

  • (i) no order, ruling or determination having the effect of suspending the sale of the Subscription Receipts or any securities of the respective Company (including the Bayshore Units and Resulting Issuer Securities) 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) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the respective Company, on a consolidated basis, since its date of incorporation to the date of this Agreement which has not been disclosed to the Agents;
  • (iii) no default or event exists and is then continuing under any of the Transaction Documents to which the respective Company is a party 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 that event, would constitute a default or event of default under any of the Transaction Documents to which the respective Company is a party;
  • (iv) the representations and warranties of the respective 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 by the respective Company as at the Closing Time after giving effect to the transactions contemplated hereby; and
  • (v) the respective 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 prior to the Closing Time, other than conditions which have been waived by the Agents;

• (d) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' counsel, acting reasonably, each dated the Closing Date, as applicable, from the respective legal counsel to each of Bayshore and Freeform and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the respective Companies, with respect to the following matters:

  • (i) as to the incorporation and existence of the respective Company under the laws of its jurisdiction of incorporation and as to the respective Company having the requisite corporate power and capacity under the Laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own, lease and operate its properties and assets;
  • (ii) as to the authorized and issued capital of the respective Company;

• (iii) as to the corporate power and authority of the respective Company to enter into and to carry out its obligations under the Transaction Documents to which it is a party;

• (iv) all necessary corporate action has been taken by the respective Company to authorize the execution and delivery of the Transaction Documents to which it is a party as well as the performance of its obligations thereunder and hereunder;

• (v) the Transaction Documents have been duly executed and delivered by the respective Company, and constitute legal, valid and binding obligations of the respective Company enforceable against it in accordance with their respective terms;

• (vi) the execution and delivery of the Transaction Documents to which it is a party and the performance by the respective Company of its obligations hereunder and thereunder does not and will not result in a breach of, or constitute a default under, and does 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 constitute a default under, and do not and will not conflict with any term or provision of the constating documents of the respective Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the respective Company or any corporate Laws applicable to the respective Company;

• (vii) in the case of Bayshore:

  • (A) the Subscription Receipts have been duly and validly created and issued pursuant to the Subscription Receipt Agreement;
  • (B) the Bayshore Shares and Bayshore Warrants issuable upon satisfaction of the Escrow Release Conditions have been validly authorized and allotted for issuance and, upon the conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement: (i) the Bayshore Shares will be validly issued as fully paid and non-assessable Bayshore Shares; and (ii) the Bayshore Warrants will be validly issued and created pursuant to the Warrant Indenture;
  • (C) the issuance and sale by Bayshore of the Subscription Receipts to the Purchasers resident in Canadian Selling Jurisdictions in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that Bayshore is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;
  • (D) the issuance and delivery by Bayshore of the Bayshore Shares and Bayshore Warrants upon the due conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement and

Warrant Indenture, will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and 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; and

• (E) the issuance and delivery by the Resulting Issuer of the Resulting Issuer Shares and Resulting Issuer Warrants upon the due exchange of the Bayshore Shares and Bayshore Warrants, respectively, in accordance with the terms of the Transaction Documents, will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and 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;
• (F) the issuance and delivery by the Resulting Issuer of the Resulting Issuer Warrant Shares upon the exercise of the Resulting Issuer Warrants, will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and 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;
• (G) the Broker Warrants have been duly and validly created and issued pursuant to the Broker Warrant Certificates;
• (H) the issuance by Bayshore of the Broker Warrants to the Agents in accordance with the terms of the Broker Warrant Certificates are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that Bayshore is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;
• (I) the issuance and delivery by the Resulting Issuer of the Resulting Issuer Shares upon the due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and 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;
• (J) the first trade of the Resulting Issuer Shares and Resulting Issuer Warrants issued upon due exchange of the Bayshore Shares and Bayshore Warrants, respectively, pursuant to the Amalgamation, and the Resulting Issuer Warrant Shares issued upon exercise of the Resulting

Issuer Warrants, by a Purchaser resident in a Canadian Selling Jurisdiction and the Resulting Issuer Shares issuable upon exercise of the Broker Warrants by the Agents, other than a trade which is otherwise exempt from the prospectus requirements under the Canadian Securities Laws, will be a distribution and will be subject to the prospectus requirements of the Canadian Securities Laws, unless:

• i) the Resulting Issuer is and has been a "reporting issuer" (as such term is defined in the Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding such trade;

• ii) the trade is not a "control distribution", as such term is defined in NI 45-102;

• iii) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

• iv) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

• v) if the selling security holder is an insider or officer of the Resulting Issuer, the selling security holder has no reasonable grounds to believe that the Resulting Issuer is in default of "securities legislation" (as such term is defined in the Canadian Securities Laws);

• (viii) in the case of Freeform:

  • (A) the Resulting Issuer Shares issuable upon satisfaction of the Escrow Release Conditions have been validly authorized and allotted for issuance will be validly issued as fully paid and non-assessable Resulting Issuer Shares;
  • (B) the Resulting Issuer Warrants issuable upon satisfaction of the Escrow Release Conditions have been validly authorized for issuance;
  • (C) the Resulting Issuer Warrant Shares issuable upon exercise of the Resulting Issuer Warrants have been validly authorized and allotted for issuance and will be validly issued as fully paid and non-assessable Resulting Issuer Shares;
  • (D) the Resulting Issuer Shares issuable upon exercise of the Broker Warrants have been validly authorized and allotted for issuance will be validly issued as fully paid and non-assessable Resulting Issuer Shares;

• (ix) Endeavor Trust Corporation, at its office in Vancouver, British Columbia has been duly appointed by Bayshore as the Subscription Receipt Agent under the Subscription Receipt Agreement; and

• (x) such other matters as the Agents or their counsel may reasonably request;

• (e) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' counsel, acting reasonably, each dated the Closing Date, as applicable, from the respective legal counsel to each of the subsidiaries of the Companies and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the respective subsidiaries of the Companies, with respect to the following matters:

  • (i) as to the incorporation and existence of the respective subsidiary under the Laws of its jurisdiction of incorporation;
  • (ii) as to the respective subsidiary having the requisite corporate power and capacity under the Laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own, lease and operate its properties and assets;
  • (iii) as to the authorized and issued capital of the respective subsidiary, and the ownership thereof;

• (f) if any Subscription Receipts are being sold to U.S. Purchasers pursuant to this Agreement, Bayshore have caused a favourable legal opinion to be delivered to the Agents by Dorsey & Whitney LLP, special United States counsel to Bayshore, in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, to the effect that the sale of such Subscription Receipts to such U.S. Purchasers and the issuance of the Bayshore Shares and Resulting Issuer Shares, as applicable, to such U.S. Purchasers on conversion of the Subscription Receipts 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 Subscription Receipts, Bayshore Shares, or Resulting Issuer Shares;

• (g) the Agents shall have received a favourable legal opinion addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from local counsel to Bayshore, which counsel in turn may rely, as to matters of fact, on certificates of public officials (as appropriate) with respect to title and mineral rights to the Elk Gold Project;

• (h) the Agents shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which each of the Companies and the subsidiaries of each of the Companies is incorporated and evidence of all extra-jurisdictional registrations, as applicable;

• (i) Bayshore and Freeform will have caused the Subscription Receipt Agent and Warrant Agent to deliver a certificate as to its appointment as the subscription receipt agent with respect to the Subscription Receipts and warrant agent with respect of the Bayshore Warrants and Resulting Issuer Warrants;

• (j) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel;

• (k) Bayshore shall have delivered to the Agents executed lock-up agreements as contemplated by Section 6.1(n) hereof; and

(l) the Agents 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 Companies.

11. Closing

11.1 The Offering will be completed, in one or more tranches, via electronic exchange at the Closing Time or such other dates or times as may be mutually agreed to by the Companies and Canaccord; provided that if any of the Companies have 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 dates and times as may be mutually agreed to or such covenant or condition has not been waived by Canaccord, on behalf of the Agents, 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.

• 11.2 At the Closing Time:
  • (a) Bayshore shall deliver to Canaccord, on behalf of the Agents, the Subscription Receipts, whether by way of electronic deposit or delivery of certificates in definitive form, as directed by Canaccord;
  • (b) Bayshore shall deliver to Canaccord, on behalf of the Agents, the Broker Warrant Certificates, in definitive form, as directed by Canaccord; and
  • (c) Canaccord shall deliver to the Subscription Receipt Agent the Net Proceeds and Canaccord shall retain a sum equal to the Agents' Expenses and 50% of the Agents' Fee, as directed by Bayshore.
• 11.3 If any Closing is to occur on a Subsequent Closing Date, at the Closing Time:
  • (a) Bayshore and Canaccord shall complete the deliveries contemplated in Section 11.2, as applicable, other than in respect of the Agents' Expenses; and
  • (b) Bayshore and Freeform shall complete the delivery of certain documents contemplated in Section 10, as mutually agreed upon between Bayshore and Canaccord, on behalf of the Agents, each acting reasonably.

12. Rights of Termination

12.1 The Agents (or any of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to the Companies on or before Closing if, at any time prior to the Closing Time:

(a) 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 Agents (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Subscription Receipts, the Resulting Issuer Shares, or any other securities of the Companies and/or the Resulting Issuer;

• (b) Disaster. (i) There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, plague, disease, pandemic or accident) including by way of the COVID-19 pandemic only to the extent that there are material adverse developments related thereto after September 2, 2020 or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the sole opinion of the Agents or any one of them, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Companies and/or the Resulting Issuer and their subsidiaries taken as a whole or the market price or value of the securities of the Companies and/or the Resulting Issuer; (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Companies or any one of the officers or directors of the Companies or any of its principal shareholders where 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; (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Subscription Receipts, the Resulting Issuer Shares or any other securities of the Companies is made or threatened by a securities regulatory authority;
• (c) Breach. Any of the Companies are in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by any of the Companies in this Agreement becomes or is false;
• (d) Market Out. The state of the financial markets in Canada or elsewhere where it is planned to market the Subscription Receipts is such that, in the reasonable opinion of the Agents (or any one of them), the Subscription Receipts cannot be marketed profitably; or
• (e) Due Diligence Out. The Agents are not satisfied, in their sole discretion, with the completion of their due diligence investigations.

12.2 The rights of termination contained in this Section 12 may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Companies in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Agent, there shall be no further liability on the part of such Agent to the Companies or on the part of the Companies to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 13 (Indemnity) and Section 14 (Expenses) of this Agreement.

13. Indemnity

13.1 The Companies hereby agree to indemnify and save harmless to the maximum extent permitted by Law, each of the Agents, their affiliates and their respective directors, officers, employees, partners, and shareholders (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, investigations, damages (other than contingent or consequential damages), liabilities or expenses of whatsoever nature or kind (excluding loss of profits) whether joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, and the fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a "Claim" and, collectively, the "Claims") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claim relates to, is caused by, results from, arises out of or is based upon, directly or indirectly, this services provided under this Agreement whether performed before or after the execution of the Agreement by the Companies, and to reimburse each Indemnified Party forthwith, upon demand, for any documented legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

13.2 If and to the extent that a court of competent jurisdiction, in a final non-appealable judgment in a proceeding in which an Indemnified Party is named as a party, determines that a Claim was caused by or resulted from an Indemnified Party's material breach of this Agreement, breach of applicable Laws, gross negligence or fraudulent act, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Companies to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Companies agree to waive any right the Companies might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

13.3 If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Companies, the Indemnified Party will give the Companies prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Companies will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Companies of their obligation of indemnification hereunder except to the extent that the failure to so provide such notice shall actually and materially damage the Companies.

13.4 No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the consent of the Companies and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed. Notwithstanding that the Companies will undertake the investigation and defence of any Claim, the Indemnified Parties will have the right to employ one separate counsel in each applicable jurisdiction with respect to such Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties unless:

• (a) employment of such counsel has been authorized in writing by the Companies;
• (b) the Companies have not assumed the defence of the action within a reasonable period of time after receiving notice of the claim;
• (c) the named parties to any such claim include the Companies, and any of the Indemnified Parties, and the Indemnified Parties shall have been advised by counsel to the Indemnified Parties that there may be a conflict of interest between the Companies and any Indemnified Party; or
• (d) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Companies, as the case may be;

in which case such fees and expenses of such counsel to the Indemnified Parties will be for the account of the Companies. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights the Indemnified Parties may have at common law or otherwise.

13.5 Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable and documented expenses (including legal expenses), losses, claims and liabilities that the Indemnified Parties may incur as a result of any action, suit, proceeding or claim that may be threatened or brought against the Companies.

13.6 If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Companies agree to contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Companies or the shareholders of the Companies, and its constituencies on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Companies will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by the Indemnified Parties hereunder.

13.7 The Companies hereby constitute Canaccord as trustee for each of the other Indemnified Parties of the covenants of the Companies under this indemnity with respect to such persons and Canaccord agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

13.8 The Companies agree that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Companies, or any person asserting claims on their behalf or in right for or in connection with the services provided under this Agreement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Companies are determined by a court of competent jurisdiction in a final judgment (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from a material breach of this Agreement, breach of applicable Laws, gross negligence or fraudulent act of such Indemnified Party.

13.9 The Companies also agree that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of the Companies and any of the Indemnified Parties and personnel of such Indemnified Party shall be required to participate or respond in respect of or in connection with the services provided under this Agreement, each such Indemnified Party shall have the right to employ its own counsel in connection therewith and the Companies will reimburse the reasonable and documented out-of-pocket expenses as may be incurred by the Indemnified Parties and their personnel in connection therewith, including fees and disbursements of such Indemnified Party's counsel.

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

14. Expenses

14.1 Bayshore will pay all reasonable expenses and fees incurred in connection with the Offering, including all fees and disbursements of its legal counsel, expenses related to road shows and marketing activities, filing fees and, with respect to the Agents, (i) the Agents' reasonable out-of-pocket fees and expenses, and (ii) all reasonable fees and expenses of the Agents' legal counsel up to a maximum of $150,000, and any applicable taxes on the foregoing amounts (collectively, the "Agents' Expenses").

14.2 Agents' Expenses incurred by the Agents, or on their behalf, shall be paid to the Agents on the Closing Date.

14.3 Notwithstanding the foregoing, the Agents' Expenses shall be reimbursed to the Agents by Bayshore whether or not the Offering is completed.

15. Advertisements

15.1 The Companies acknowledge that the Agents shall have the right, subject always to Section 2.4, at their own expense, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable Law, including Applicable Securities Laws. The Companies and the Agents 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 legislation in any of the provinces and territories of Canada or any other jurisdiction in which the Subscription Receipts shall be offered and sold not being available.

16. Agents' Compensation

16.1 In consideration of the services to be rendered by the Agents in connection with the Offering, the Agents will receive from Bayshore a cash commission (the "Agents' Fee") equal to 7.0% of the Gross Proceeds, excluding sales of Subscription Receipts to purchasers introduced to the Agents by Bayshore (the "President's List"), in which case a cash commission of 3.0% on two-thirds of the Gross Proceeds from Purchasers on the President's List will be paid to the Agents. One-half (50%) of the Agents' Fee shall be payable to the Agents upon completion of the Offering and the remainder shall be paid to the Agents upon release of the Escrowed Funds.

16.2 As additional compensation, the Agents will be issued broker warrants (the "Broker Warrants") exercisable to acquire that number of Resulting Issuer Shares as is equal to 7.0% of the aggregate number of Subscription Receipts issued pursuant to the Offering (other than in respect of sales of two-thirds of the Subscription Receipts to purchasers on the President's List, in respect of which the Agents will receive Broker Warrants representing 3.0% of such number of Subscription Receipts). Each Broker Warrant shall be exercisable at the Offering Price for a period of 24 months following the Escrow Release.

16.3 For greater certainty, and in accordance with the terms of the Subscription Receipt Agreement, the Gross Proceeds to be placed in escrow and held by the Subscription Receipt Agent pursuant to the Subscription Receipt Agreement shall be reduced (and retained by Canaccord) by an amount equal to the full 50% of the Agents' Fee and Agents' Expenses in connection with the issuance and sale of the Subscription Receipts. No amount shall be reduced (or retained by Canaccord) from the Gross Proceeds to be placed in escrow and held by the Subscription Receipt Agent pursuant to the Freeform Subscription Receipt Agreement.

17. Agents' Business

17.1 The Companies acknowledge that the Agents 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, investment and asset management and financial activities, the Agents and their 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 Companies or any other company that may be involved in any transaction with the Companies. Each 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 Companies.

18. Agents' Authority

18.1 The Companies shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by Canaccord and Canaccord shall represent the Agents and have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 12 or the exercise of the indemnity rights specified in Section 13 which shall require the action of the relevant Agent. Each of the Agents agrees that Canaccord has been authorized in such regard.

19. Syndication by the Agents.

19.1 The Agents' obligations under this Agreement shall be several and not joint nor joint and several, and the Agents' respective obligations and rights and benefits hereunder shall be as to the following percentages ("Relevant Proportions"):

Canaccord Genuity Corp.	65%
Gravitas Securities Inc.	35%

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

20. Survival of Warranties, Representations, Covenants and Agreements

20.1 All representations, warranties, covenants and agreements of the Companies 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 Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents 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 Agents by the Companies or the contribution obligations of the Agents or those of the Companies shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

21. General Contract Provisions

21.1 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 Bayshore:

Bayshore Minerals Incorporated 789 W Pender Street, Suite 1080 Vancouver, BC, Canada V6C 1H2

Attention: Ronald Woo Email: ron@bayshoreminerals.com

if to Freeform:

Freeform Capital Partners Inc. 1285 W Pender Street, Suite 1000 Vancouver, BC, Canada V6E 4B1

Attention: Kevin Smith Email: kevin@lfgmanagement.com

with a copy (not to constitute notice) to:

Koffman Kalef LLP 885 West Georgia St, 19th Floor Vancouver, BC V6C 3H4

Attention: Bernard Poznanski Email: bp@kkbl.com

or if to the Agents, to Canaccord:

Canaccord Genuity Corp. 161 Bay Street, Suite 3000 Toronto, ON M5J 2S1

Attention: David Sadowski Email: dsadowski@cgf.com

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

Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2

Attention: Chad Accursi Email: caccursi@cassels.com

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.

21.2 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.

21.3 No Fiduciary Duty. The Companies hereby acknowledge that the Agents are acting solely as agents in connection with the purchase and sale of the Subscription Receipts. The Companies further acknowledge that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Companies or their respective management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such purchase and sale of any of the Companies' securities, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to the Companies, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Companies hereby confirm their understanding and agreement to that effect. The Companies and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the securities of Bayshore, Freeform, and the Resulting Issuer, do not constitute advice or recommendations to the Companies. The Companies and the Agents agree that the Agents are acting solely as agents in connection with the Offering and not as an agent of or fiduciary of the Companies and no Agent has assumed, and no Agent will assume, any advisory responsibility in favour of the Companies with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Companies on other matters).

21.4 Entire Agreement. This Agreement constitutes the entire agreement between the Agents and the Companies relating to the subject matter of this Agreement.

21.5 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.

21.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Companies, the Resulting Issuer and the Agents and their respective successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

21.7 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.

21.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

21.9 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.

21.10 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.

21.11 Counterparts and Facsimile. This Agreement may be executed and delivered by original, facsimile or 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]

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 Companies, please communicate your acceptance by executing where indicated below.

Yours very truly,

CANACCORD GENUITY CORP.

Per: "David Sadowski" David Sadowski Managing Director, Investment Banking

GRAVITAS SECURITIES INC.

Per: "Blayne Creed"

Blayne Creed Chief Executive Officer 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.

BAYSHORE MINERALS INCORPORATED

Per: "Ronald Woo"

Authorized Signatory

FREEFORM CAPITAL PARTNERS INC.

Per: "Kevin Smith"

Authorized Signatory

SCHEDULE A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule "A" to the Agency Agreement dated as of November 24, 2020 among the Companies and the Agents.

As used in this Schedule "A", 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. "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 Subscription Receipts, Bayshore Units or the Resulting Issuer Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;
• 1. "Foreign Issuer" shall have the meaning ascribed thereto in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the Laws of any country other than the United States, except an issuer meeting the following conditions as of the last day of the most recently completed second quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly 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. "Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;
• 1. "Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;
• 1. "SEC" means the United States Securities and Exchange Commission;
• 1. "Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;
• 1. "U.S. Affiliate" means the duly registered United States broker-dealer affiliate of an Agent; and
• 1. "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENTS

The Agents acknowledge that the Subscription Receipts, Bayshore Units and Resulting Issuer Securities have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws, and the Subscription Receipts may be offered, sold, pledged or transferred, 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, each of the Agents represents, warrants and covenants severally (and not jointly and severally) to Bayshore that:

• 1. It has not offered and sold, and will not offer and sell, any Subscription Receipts, Bayshore Units or Resulting Issuer Securities forming part of its allotment or otherwise as a part of the distribution except (a) to non-U.S. Purchasers in an "offshore transaction", as such term is defined in Rule 902(h) of Regulation S, in accordance with Rule 903 of Regulation S or (b) to, or for the account or benefit of, U.S. Purchasers, except as provided in paragraphs 2 through 12 below. Accordingly, except as provided in paragraphs 2 through 12 below, none of the Agent, any U.S. Affiliate or any person acting on its or their behalf, has engaged or will engage in: (i) any offer to sell or any solicitation of an offer to buy, any Subscription Receipts to, or for the account or benefit of, any person in the United States, or (ii) any sale of Subscription Receipts to, any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or such Agent, U.S. Affiliate or person acting on behalf of either reasonably believed that such Purchaser was outside the United States, (iii) any Directed Selling Efforts, or (iv) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts or the issuance of the Bayshore Units or Resulting Issuer Securities.
• 1. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its U.S. Affiliate, any selling group members or with the prior written consent of Bayshore. It shall require each selling group member to agree in writing, for the benefit of Bayshore, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to such Agent as if such provisions applied to such selling group member.
• 1. All offers and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers have been and will be made through its U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable U.S. federal and state securities laws.
• 1. Its U.S. Affiliate is, and as of the Closing Date shall be, (i) registered as a broker or dealer under the U.S. Exchange Act and under the securities laws of each state where offers and sales of Subscription Receipts have been or will be made (unless exempted from such state's brokerdealer registration requirements), and (ii) is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.
• 1. Offers and sales of Subscription Receipts, Bayshore Units and the Resulting Issuer Securities to, or for the account or benefit of, U.S. Purchasers 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 and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers may be made on behalf of Bayshore 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 and applicable state securities laws.
• 1. All U.S. Purchasers of the Subscription Receipts shall be informed that the Subscription Receipts, Bayshore Units and the Resulting Issuer Securities have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws, and that the Subscription Receipts are being offered and sold to such Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
• 1. The Agent acting through its U.S. Affiliate may offer the Subscription Receipts to, or for the account or benefit of, U.S. Purchasers only to offerees that they had a pre-existing business relationship with and had reasonable grounds to believe were 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, they continue to believe that each U.S. Purchaser is a Qualified Institutional Buyer.
• 1. Prior to any sale of Subscription Receipts by the Agent acting through its U.S. Affiliate to, or for the account or benefit of, a Qualified Institutional Buyer, it will cause each such Qualified Institutional Buyer to execute and deliver a Subscription Agreement and the Qualified Institutional Buyer Letter, attached as Schedule "C" thereto.
• 1. Prior to the Closing Date, it will provide Bayshore with a list of all U.S. Purchasers of the Subscription Receipts, and in each case indicate that such U.S. Purchaser is a Qualified Institutional Buyer, as applicable, and the state or other jurisdiction in which the Subscription Receipts were offered or sold to such U.S. Purchaser that is a Qualified Institutional Buyer, as applicable. Prior to the Closing Time, it will provide Bayshore with copies of all executed Subscription Agreements and schedules and exhibits attached thereto. and will otherwise offer reasonable assistance to the Companies with respect to the Companies' obligations to prepare and file forms and notices required under the U.S. Securities Act and applicable state securities laws in connection with the offer and sale of the Subscription Receipts.
• 1. The Agent covenants and agrees that it, its Affiliates (including its U.S. Affiliate) and any person acting on its or their behalf will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts.
• 1. At the Closing Time, the Agent will, together with its U.S. Affiliate, provide to Bayshore a certificate in the form of Exhibit "I" to this Schedule "A" relating to the manner of the offer and sale of the Subscription Receipts to, or for the account or benefit of, U.S. Purchasers 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 its or their behalf offered or sold Subscription Receipts to, or for the account or benefit of, U.S. Purchasers.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BAYSHORE

Bayshore represents, warrants, covenants and agrees that:

• 1. It reasonably believes (a) that as of the date hereof and on the Closing Date, there is no Substantial U.S. Market Interest in the Subscription Receipts, Bayshore Units or the Resulting Issuer Securities, (b) it is not now, and as a result of the sale of Subscription Receipts 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; and (c) neither it 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 Subscription Receipts are, or were offered for sale, neither it nor its subsidiaries nor any of its affiliates, nor any person acting on its or its behalf (other than the Agent, its U.S. Affiliates and any persons acting on any of their behalf, in respect of which no representation 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 any matter 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 any of the Subscription Receipts, Bayshore Units, or Resulting Issuer Securities to, or for the account or benefit of U.S. Purchasers, or (iii) has taken or will take any other action that would cause the exclusion from registration provided by Regulation S or the exemptions from registration provided by Section 4(a)(2) to be unavailable with respect to offers and sales of the Subscription Receipts 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 Subscription Receipts.
• 1. Except with respect to offers and sales to Qualified Institutional Buyers, as applicable, who are U.S. Purchasers or who are acting for the account or benefit of U.S. Purchasers, in reliance upon an exemption from registration under Section 4(a)(2) of the U.S. Securities Act, neither it nor its affiliates or any person acting on its or its behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts to, or for the account or benefit of, any U.S. Purchaser; or (B) any sale of Subscription Receipts unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or it, its affiliates, and any person acting on its or their behalf reasonably believes that such Purchaser was outside the United States.
• 1. None of it, any of its affiliates or any person acting on any of their behalf (other than the Agents, their U.S. Affiliates, or any person acting on any of their behalf, in respect of which no representation 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 Subscription Receipts or the issuance of the Bayshore Units or Resulting Issuer Securities.
• 1. It covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts and is not aware of any person

that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts.

EXHIBIT "I" TO SCHEDULE "A"

AGENT'S CERTIFICATE

In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of Subscription Receipts of Bayshore Minerals Incorporated ("Bayshore") pursuant to the Agency Agreement dated November 24, 2020 among the Companies and the Agents named therein (the "Agency Agreement"), each of the undersigned does hereby certify as follows:

• (i) each U.S. affiliate of the undersigned Agent (the "U.S. Affiliate") is (i) a duly registered broker or dealer under the U.S. Exchange Act and under the securities laws of all applicable states where the offers and sales of Subscription Receipts 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. on the date hereof;
• (ii) all offers and sales of the Subscription Receipts in the United States were made to Qualified Institutional Buyers;
• (iii) all offers and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers have been effected in accordance with all applicable U.S. federal and state broker dealer requirements;
• (iv) we have provided each offeree of Subscription Receipts that is a Qualified Institutional Buyer with a Subscription Agreement for Qualified Institutional Buyers and no other written material was used in connection with the offer and sale of the Subscription Receipts to U.S. Purchasers.
• (v) immediately prior to offering Subscription Receipts to an offeree that was in the United States, we had a pre-existing business relationship with and had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Subscription Receipts from Bayshore pursuant to Rule 144A(a)(1) of the U.S. Securities Act is a Qualified Institutional Buyer;
• (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts and the issuance of the Bayshore Units or the Resulting Issuer Securities to, or for the account or benefit of, U.S. Purchasers;
• (vii) prior to any sale of Subscription Receipts by Bayshore to a U.S. Purchaser, we caused each U.S. Purchaser that is a Qualified Institutional Buyer to execute and deliver a Subscription Agreement and the Qualified Institutional Buyer Letter, attached as Schedule "C" thereto;
• (viii) none of us, any member of the selling group, or any of our or their affiliates, 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 Subscription Receipts or the issuance of the Bayshore Units or the Resulting Issuer Securities; and
• (ix) the offer and sale of the Subscription Receipts has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule "A" thereto.

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

DATED this ___ day of ________________, 2020.

[AGENT] [U.S. AFFILIATE]

By:	By:
Name:	Name:
Title:	Title

SCHEDULE B

This is Schedule "B" to the Agency Agreement dated as of November 24, 2020 among the Companies and the Agents.

FORM OF LOCK-UP AGREEMENT

TO: CANACCORD GENUITY CORP. GRAVITAS SECURITIES INC. (collectively, the "Agents")

WHEREAS the undersigned is currently or could become: (i) the registered or beneficial holder of common shares ("Bayshore Shares") in the issued and outstanding capital of Bayshore Minerals Incorporated ("Bayshore") (and including for certainty any Resulting Issuer Shares or Resulting Issuer Warrants or other securities of the Resulting Issuer that may be issued in exchange and replacement for any Bayshore Shares or Bayshore Warrants or other securities of Bayshore held by the undersigned in connection with the RTO and in accordance with the terms of the Definitive Agreement); (ii) a director or officer of Bayshore; or (iii) a director or officer of the Resulting Issuer.

AND WHEREAS the undersigned understands that the Agents have entered into an agency agreement dated _________, 2020 (the "Agency Agreement") with the Companies providing for the private placement of Subscription Receipts (the "Offering");

AND WHEREAS in accordance with the terms of the Agency Agreement, it is desirable that the Locked-Up Securities (as defined below) be subject to certain restrictions for a limited period of time;

NOW THEREFORE in consideration for the Agents completing the Offering on the terms set out in the Agency Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby enters into this agreement and agrees as follows:

1. All capitalized terms used herein but not otherwise defined herein have the meaning given to them in the Agency Agreement.

2. The undersigned agrees not to, 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 Resulting Issuer Shares held by the undersigned, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership (the "Locked-Up Securities"), 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 the Locked-Up Securities**,** whether such transaction is settled by the delivery of Resulting Issuer Shares**,** other securities, cash or otherwise, for a period (the "Lock-Up Period") commencing on the date hereof and ending 120 days following the Escrow Release, unless the undersigned first obtains the prior written consent of Canaccord, on behalf of the Agents, such consent not to be unreasonably withheld.

3. Section 2 shall not apply to: (a) any sale, transfer or tender of any of the Locked-Up Securities to a take-over bid or in connection with a merger, business combination, arrangement, restructuring or similar transaction involving the Resulting Issuer, provided that in the event such transaction is not completed the Locked-Up Securities shall continue to be subject to this agreement; (b) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; or (c) transfers occurring by operation

of law or in connection with transactions arising as a result of the death of the undersigned, provided that in each of (b) and (c) any such transferee shall first enter into an agreement in substantially similar form to this agreement, which shall remain in full force and effect until the expiry of the Lock-Up Period.

1. The undersigned authorizes Bayshore or the Resulting Issuer to cause its transfer agent during the Lock-Up Period to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of Bayshore or the Resulting Issuer with respect to any Locked-Up Securities for which the undersigned is the record holder and, in the case of any such Locked-Up Securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such securities.

2. Notwithstanding anything to the contrary contained herein and for certainty, upon completion of the RTO, all references to Bayshore and securities of Bayshore, and Freeform (including as such securities relate to the Locked-Up Securities) contained in this agreement shall be deemed to be and shall be interpreted as references to the Resulting Issuer and securities of the Resulting Issuer, respectively, and this lock-up agreement and the restrictions set out herein will apply in all respects with respect to such securities of the Resulting Issuer.

3. The undersigned hereby represents and warrants that the undersigned (i) has full power and authority to enter into this agreement, and that, upon the reasonable request of the Agents, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof, (ii) understands that the Companies and the Agents are relying upon this lock-up agreement in proceeding towards consummation of the Offering, and (iii) understands that it is a condition of the completion of the Offering that certain persons enter into an agreement in the form or substantially in the form hereof. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned's legal representatives, successors and permitted assigns, and shall enure to the benefit of the Companies, the Agents and their successors and assigns for the duration of the Lock-Up Period. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

4. This agreement shall enure to the benefit of the addressees and their successors and assigns and shall be governed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

[Signature page follows]

This agreement may be executed by facsimile or electronic signatures which shall be effective as original signatures.

DATED as of this day of , 2020.

in the presence of:SIGNED	)
	))
	)
Witness	))Signature)
Name of Witness (please type or print)	))Name (please type or print))