Gold Mountain Mining Corp. - Merger & Acquisition 2020

DEFINITIVE AGREEMENT

among

FREEFORM CAPITAL PARTNERS INC.

and

BAYSHORE MINERALS INCORPORATED

and

1262975 B.C. LTD.

August 31, 2020

1.	DEFINITIONS AND INTERPRETATION ................................................................................. 2
1.1	Definitions ........................................................................................................................... 2
1.2	Certain Rules of Interpretation .......................................................................................... 9
1.3	Governing Law .................................................................................................................. 10
1.4	Entire Agreement .............................................................................................................. 10
1.5	Knowledge ........................................................................................................................ 10
1.6	Schedules .......................................................................................................................... 10
2.	THE AMALGAMATION ........................................................................................................ 11
2.1	Amalgamation .................................................................................................................. 11
2.2	Effect of Amalgamation .................................................................................................... 11
3.	REPRESENTATIONS AND WARRANTIES OF FREEFORM ................................................... 12
3.1	Corporate Existence ......................................................................................................... 12
3.2	Capacity to Enter Agreement ........................................................................................... 12
3.3	Binding Obligation ............................................................................................................ 12
3.4	Absence of Conflict ........................................................................................................... 13
3.5	Constating Documents ..................................................................................................... 13
3.6	Capacity and Power .......................................................................................................... 13
3.7	No Business Operations ................................................................................................... 13
3.8	Authorized and Issued Capital ......................................................................................... 13
3.9	Pre-Emptive Rights ........................................................................................................... 14
3.10	Due Registration and Compliance ................................................................................... 14
3.11	Prior Issuances of Securities, No Foreign Registration, No Cease Trade Orders ........... 14
3.12	Non-Arm’s Length Loans, Loans to Insiders, etc. ............................................................ 14
3.13	Books and Records ........................................................................................................... 15
3.14	Financial Statements ........................................................................................................ 15
3.15	Tax Matters........................................................................................................................ 15
3.16	Absence of Changes .......................................................................................................... 15
3.17	Absence of Undisclosed Liabilities ................................................................................... 16
3.18	Absence of Unusual Transactions .................................................................................... 16
3.19	Management Contracts .................................................................................................... 16
3.20	Litigation ........................................................................................................................... 16
3.21	No Expropriation .............................................................................................................. 16
3.22	Public Filings ..................................................................................................................... 16
3.23	Finder’s Fees ..................................................................................................................... 17
3.24	Full and Complete Disclosure .......................................................................................... 17
3.25	Replacement Options ....................................................................................................... 17
3.26	Bayshore Offering ............................................................................................................. 17
3.27	Subco Share Capital ......................................................................................................... 17
4.	REPRESENTATIONS AND WARRANTIES OF SUBCO ......................................................... 17
4.1	Corporate Existence ......................................................................................................... 18
4.2	Capacity to Enter Agreement ........................................................................................... 18
4.3	Binding Obligation ............................................................................................................ 18
4.4	Absence of Conflict ........................................................................................................... 18
4.5	No Business Operations ................................................................................................... 19

4.6	Authorized and Issued Capital ......................................................................................... 19
5.	REPRESENTATIONS AND WARRANTIES OF BAYSHORE ................................................... 19
5.1	Corporate Existence ......................................................................................................... 19
5.2	Capacity to Enter Agreement ........................................................................................... 19
5.3	Binding Obligation ............................................................................................................ 19
5.4	Absence of Conflict ........................................................................................................... 20
5.5	No Limitation On Business Operations ............................................................................ 20
5.6	Regulatory Approvals ....................................................................................................... 20
5.7	Compliance with Laws...................................................................................................... 20
5.8	Consents ........................................................................................................................... 20
5.9	Constating Documents ..................................................................................................... 21
5.10	Capacity and Power .......................................................................................................... 21
5.11	Jurisdictions ..................................................................................................................... 21
5.12	Authorized and Issued Capital ......................................................................................... 21
5.13	Pre-Emptive Rights ........................................................................................................... 21
5.14	Prior Issuances of Securities, No Registration, No Cease Trade Orders ......................... 22
5.15	No Voting Trust, etc. ......................................................................................................... 22
5.16	Non-Arm’s Length Loans, Loans to Insiders, etc. ............................................................ 22
5.17	Books and Records ........................................................................................................... 22
5.18	Financial Statements ........................................................................................................ 22
5.19	Tax Matters........................................................................................................................ 23
5.20	Licenses and Permits ........................................................................................................ 23
5.21	Absence of Changes .......................................................................................................... 23
5.22	Absence of Undisclosed Liabilities ................................................................................... 23
5.23	Environmental Matters ..................................................................................................... 23
5.24	Absence of Unusual Transactions .................................................................................... 25
5.25	Title to Assets .................................................................................................................... 25
5.26	Employees ......................................................................................................................... 25
5.27	Management Contracts .................................................................................................... 25
5.28	Material Contracts ............................................................................................................ 25
5.29	Litigation ........................................................................................................................... 26
5.30	No Expropriation .............................................................................................................. 26
5.31	Finder’s Fees ..................................................................................................................... 26
5.32	Full Disclosure ................................................................................................................... 26
5.33	Subsidiary Share Capital .................................................................................................. 26
6.	COVENANTS ...................................................................................................................... 27
6.1	Covenants of Bayshore ..................................................................................................... 27
6.2	Covenants of Freeform ..................................................................................................... 28
6.3	Qualifying Transaction Implementation Covenants ....................................................... 30
6.4	Non-Solicitation ................................................................................................................ 31
7.	CLOSING CONDITIONS ..................................................................................................... 31
7.1	Mutual Conditions ............................................................................................................ 31
7.2	Freeform Conditions ......................................................................................................... 32
7.3	Bayshore Conditions ........................................................................................................ 34
8.	SURVIVAL ........................................................................................................................... 36
8.1	Survival ............................................................................................................................. 36

iii

9.	CLOSING ............................................................................................................................ 36
9.1	Closing Location ............................................................................................................... 36
9.2	Delivery of the Payment Shares ....................................................................................... 36
9.3	Deliveries by Freeform at Closing. ................................................................................... 37
9.4	Additional Deliveries by Bayshore at Closing. ................................................................. 38
10.	TERM, TERMINATION AND DISSENTING SHAREHOLDERS .............................................. 39
10.1	Term .................................................................................................................................. 39
10.2	Termination ...................................................................................................................... 39
10.3	Dissenting Shareholders .................................................................................................. 40
11.	GENERAL ........................................................................................................................... 40
11.1	Access to Information and Confidentiality ...................................................................... 40
11.2	Costs and Expenses .......................................................................................................... 40
11.3	Time of Essence ................................................................................................................ 41
11.4	Notices .............................................................................................................................. 41
11.5	Further Assurances ........................................................................................................... 42
11.6	No Broker .......................................................................................................................... 42
11.7	Public Notice ..................................................................................................................... 42
11.8	Independent Legal Advice ................................................................................................ 42
11.9	Amendment and Waiver ................................................................................................... 42
11.10	Assignment and Enurement ............................................................................................. 43
11.11	Severability ....................................................................................................................... 43
11.12	Counterparts ..................................................................................................................... 43
11.13	Electronic Signatures ....................................................................................................... 43
Schedule A Amalgamation Agreement ................................................................................ A-1
Schedule B List of Freeform Options .................................................................................... B-1
Schedule C List of Bayshore Warrants and Bayshore Options ............................................ C-1
Schedule D Elk Gold Project ................................................................................................. D-1

DEFINITIVE AGREEMENT

THIS AGREEMENT is dated the 31[st] day of August, 2020.

AMONG:

FREEFORM CAPITAL PARTNERS INC ., a corporation existing under the Business Corporations Act (British Columbia),

(" Freeform ")

AND:

BAYSHORE MINERALS INCORPORATED , a corporation existing under the Business Corporations Act (British Columbia),

(" Bayshore ")

AND:

1262975 B.C. LTD. , a corporation existing under the Business Corporations Act (British Columbia),

(" Subco ")

WHEREAS:

A. Freeform is a CPC (as defined in the Policy) and is required to complete a “Qualifying Transaction” (as defined in the Policy);
B. Subco is a newly incorporated, wholly-owned subsidiary of Freeform;
C. The parties have determined it to be most efficient to complete the Qualifying Transaction by way of a three-cornered amalgamation among Freeform, Bayshore and Subco, pursuant to which it is intended that Bayshore and Subco will amalgamate under the provisions of the BCBCA and the terms and conditions of this Agreement and the Amalgamation Agreement (the " Amalgamation ") to form one corporation (" Amalco "); and
D. Upon the effectiveness of the Amalgamation, among other things, the outstanding Bayshore Common Shares will be exchanged for Freeform Common Shares on a one-for-one basis.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words and terms have the meanings ascribed to them below:

" Agreement " means this agreement, including all Schedules, as it may be supplemented or amended by written agreement among the Parties;

" Amalco " has the meaning set forth in the recitals above;

" Amalco Common Shares " means the common shares in the capital of Amalco;

" Amalgamation " has the meaning set forth in the recitals above;

" Amalgamation Agreement " means the amalgamation agreement substantially in the form attached hereto as Schedule A to be entered into among Freeform, Bayshore and Subco pursuant to Section 269 of the BCBCA, to effect the Amalgamation;

" Amalgamation Application " means the Form 13 substantially in the form attached as Exhibit A to the Amalgamation Agreement to be jointly completed and filed by Subco and Bayshore with the Registrar of Companies under the BCBCA giving effect to the Amalgamation upon and subject to the terms of this Agreement and the Amalgamation Agreement;

" Bayshore " has the meaning set forth on the first page of this Agreement;

" Bayshore Common Shares " means common shares in the capital of Bayshore as constituted as at the date of this Agreement and, for certainty, after giving effect to a share consolidation effected on August 24, 2020 on the basis of one Bayshore Common Share for every 2.5 previously constituted common shares in the capital of Bayshore;

" 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 Offering ” means the sale of a minimum of 10,000,000 Bayshore Subscription Receipts and a maximum of 15,000,000 Bayshore Subscription Receipts by Bayshore to raise a minimum of $4,000,000 pursuant to an agency agreement or other similar document and the Subscription Receipt Agreement, plus up to an additional 15% of the number of Bayshore Subscription Receipts issuable under the Bayshore Offering pursuant to agent’s options that may be granted in connection with the Bayshore Offering;

“ Bayshore Optionholders ” means the holders of the Bayshore Options, which as of the date of this Agreement means the holders of Bayshore Options set out in Schedule C hereto;

“ Bayshore Options ” means the options to purchase Bayshore Common Shares, of which as of the date of this Agreement, 3,098,854 are outstanding all as more particularly set out in Schedule C hereto;

" Bayshore Securityholder " means a holder of Bayshore Common Shares, Bayshore Warrants, Bayshore Options or Bayshore Subscription Receipts immediately prior to the Effective Time;

" Bayshore Shareholders " means the holders of Bayshore Common Shares;

" Bayshore Subscription Receipts " means the subscription receipts to be issued under the Bayshore Offering and pursuant to the terms of the Subscription Receipt Agreement for a purchase price to be determined per subscription receipt, each such Bayshore Subscription Receipt to be automatically converted into one Bayshore Common Share immediately prior to the Effective Time; provided that, if the escrow release conditions have not been satisfied by a date to be set out in the Subscription Receipt Agreement, each of the then issued and outstanding Bayshore Subscription Receipts shall be cancelled;

" Bayshore Warrants " means the Special Warrants convertible into Bayshore Common Shares, as more fully set forth in Schedule C to this Agreement;

" BCBCA " means the Business Corporations Act (British Columbia);

" 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, Subco and Bayshore, as applicable;

" Business Day " means any day excluding a Saturday, Sunday or statutory holiday in the Province of British Columbia;

" Canadian Securities Laws " means the Securities Act (British Columbia) (or equivalent legislation) in each of the Provinces of Canada and the respective regulations under such legislation together with applicable published rules, regulations, policy statements, national instruments and memoranda of understanding of the Canadian Securities Administrators and the securities regulatory authorities in such Provinces;

" Certificate of Amalgamation " means the certificate of amalgamation issued by the Registrar of Companies under the BCBCA pursuant to Section 281 of the BCBCA following the filing of the Amalgamation Application;

" Claim " means any claim, demand, action, cause of action, suit, arbitration, investigation, proceeding, complaint, grievance, charge, prosecution, assessment or reassessment, including any appeal or application for review;

" Closing " means the closing of the Qualifying Transaction by effecting the Amalgamation on the Effective Date;

" Completion Deadline " means November 30, 2020 or such later date as may be mutually agreed between the Parties in writing;

" Confidential Information " means information, whether in written or electronic form, or committed to memory, that is of a proprietary or confidential nature, or not generally available to the public, relating to the business of Bayshore or Freeform;

" Contract " means any agreement, understanding, undertaking, commitment, license or lease, whether written or oral;

“ Depositary ” means Endeavor Trust Corporation;

“ Depositary Agreement ” means the depositary agreement to be entered into as of the Effective Date between Freeform and the Depositary, in a form reasonably satisfactory to Freeform and Bayshore;

" Dissenting Bayshore Shares " means the Bayshore Common Shares held by Dissenting Shareholders;

" Dissenting Shareholder " means a registered Bayshore Shareholder who, in connection with the special resolution of the Bayshore Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to Section 238 of the BCBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of the holder’s Bayshore Common Shares and who has not withdrawn the notice of the exercise of such right as permitted by Section 245 of the BCBCA;

“ DRS Statements ” means direct registration system statements issuable by the Depositary to evidence registration of shares;

“ Effective Date ” means the date mutually agreed upon by the parties hereto in writing and in accordance with section 9 following the satisfaction or waiver by Freeform and Bayshore, as the case may be, of the conditions precedent set out in section 7 as the date on which the Amalgamation Application is to be filed with the Registrar and which date will be as set forth in the Certificate of Amalgamation issued to Amalco;

“ Effective Time " means the time of filing of the Amalgamation Application with the Registrar;

“ Elk Gold Project ” consists of the mineral claims and mining leases located in British Columbia set out in Schedule D attached hereto and the mining operations and infrastructure relating thereto;

" Encumbrance " means any security interest, mortgage, charge, pledge, hypothec, lien, encumbrance, restriction, option, adverse claim, right of others or other encumbrance of any kind (other than in respect of Taxes not yet due and payable);

" Environmental Laws " means any current federal or local law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (A) the protection, investigation or restoration of the indoor or outdoor environment, health, safety or natural resources; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance; (C) odour, indoor air, employee exposure, wetlands, pollution, contamination; (D) and injury or threat of injury to persons or property relating to any Hazardous Substance; or (E) the protection, management or use of surface water or ground water;

“ Equinox ” means Equinox Gold Corp.;

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

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

" fair value " where used in relation to a Bayshore Common Share held by a Dissenting Shareholder, means fair value as determined by a court under Section 245 of the BCBCA or as agreed between Bayshore and the Dissenting Shareholder;

" Filing Statement " means the filing statement of Freeform to be prepared in accordance with the Policy in connection with the Qualifying Transaction;

" Freeform " has the meaning set forth on the first page of this Agreement;

" Freeform Common Shares " means common shares in the capital of Freeform as constituted as at the date of this Agreement;

" Freeform Disclosure Documents " means documents filed by or on behalf of Freeform that are publicly available in electronic form on the System for Electronic Document Analysis and Retrieval, commonly known as "SEDAR", at www.sedar.com;

" 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 Common Shares granted under the Freeform Stock Option Plan to Freeform's directors and officers outstanding as of the date hereof, as more fully set forth in Schedule B to this Agreement;

" Freeform Shareholders " means the holders of Freeform Common Shares;

“ Freeform Stock Option Plan ” means the stock option plan 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;

" Hazardous Substances " means any substance, material or waste that is listed, classified or regulated as hazardous, toxic or dangerous pursuant to any Environmental Law including, but not limited to, petroleum products or by-products, asbestos containing materials, urea formaldehyde, radon gas, lead containing paint or plumbing, and polychlorinated biphenyls;

" IFRS " means International Financial Reporting Standards;

“ 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 and that are exercisable to purchase an aggregate of 300,000 Freeform Common Shares at $0.10 per Freeform Common Share until June 17, 2022;

" Law " or " 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;

“ Letter(s) of Transmittal ” means the letter(s) of transmittal to be sent to the Bayshore Shareholders for use in connection with the Amalgamation.

" Loss " means any loss, liability, damage, cost, expense, charge, fine, penalty or assessment including the costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise and all interest, punitive damages, fines, penalties and all reasonable professional fees and disbursements on a 100 percent, complete indemnity basis, excluding loss of profits;

" Material Adverse Effect " means a material adverse effect on the business or financial position, condition, assets or properties of Bayshore or Freeform;

" Material Contract " means a Contract considered a material contract under applicable securities laws and regulations;

" Misrepresentation " means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made;

“ Name Change ” means Freeform’s change of name from Freeform Capital Partners Inc. to Gold Mountain Mining Corp.

" Notice " means any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party;

“ 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;

" Parties " means Bayshore, Freeform and Subco;

“ Payment Shares ” means the Freeform Common Shares to be issued under the Amalgamation pursuant to this Agreement to Bayshore Shareholders (including, for certainty, holders of Bayshore Warrants and Bayshore Subscription Receipts who will be deemed to become Bayshore Shareholders immediately prior to the Effective Time) and deposited with the Depositary subject to and in accordance with the terms of this Agreement and the Depositary Agreement (including, without limitation, the release schedule set out in section 9.2(a) of this Agreement applicable to Bayshore Shareholders other than the holders of Bayshore Warrants and Bayshore Subscription Receipts);

" Person " means an individual, body corporate, sole proprietorship, partnership, trust, unincorporated association, unincorporated syndicate, unincorporated organization, or another entity, and a natural person acting in his or her individual capacity or in his or her capacity as executor, trustee, administrator or legal representative, and any Governmental Entity;

“ Policy ” means Policy 2.4 – Capital Pool Companies of the TSXV;

“ Qualifying Transaction ” means the business combination between Freeform and Bayshore whereby Freeform will acquire Bayshore by way of the Amalgamation, and which will constitute the qualifying transaction of Freeform pursuant to the Policy;

" Regulatory Approval " means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over either Party or any Subsidiary

of a Party which is required or advisable to be obtained in order to permit the Qualifying Transaction to be effected, including, without limitation, the approval of the TSXV and "Regulatory Approvals" means all such approvals, consents, waivers, permits, orders or exemptions;

“ Replacement Options ” means options to purchase Freeform Common Shares to be issued by Freeform in exchange for the Bayshore Options;

“ Secured Promissory Note ” means the $9,000,000 promissory note Bayshore issued to Equinox on May 16, 2019 pursuant to the terms of the Share Purchase Agreement;

" Securities Authorities " means any applicable securities regulatory authority in Canada;

“ Security Pledge Agreement ” means the agreement dated May 16, 2019 between Equinox and Bayshore whereby Bayshore pledged the Gold Mountain Shares to Equinox to secure the Secured Promissory Note

“ Share Purchase Agreement ” means the agreement dated May 16, 2019 between Equinox and Bayshore whereby Bayshore purchased the Gold Mountain Shares from Equinox;

" Subco " has the meaning set forth on the first page of this Agreement;

" Subco Common Shares " means common shares in the capital of Subco;

" Subscription Receipt Agreement " means the subscription receipt agreement among a subscription receipt agent, Bayshore and the agents of the Bayshore Offering governing the Bayshore Subscription Receipts and pursuant to which a portion of the proceeds of the Bayshore Offering will be held in escrow until completion of the Qualifying Transaction;

" Subsidiary " means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and will include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of existing contracts, agreements and commitments, and, in the case of Freeform, includes Subco;

" Tax " means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind whatsoever, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts, imposed by any Governmental Entity;

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

" Tax Return " 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 to be dated in August 2020 with an effective date of July 3, 2020.

“ TSXV ” means TSX Venture Exchange Inc.; and

" TSXV Escrow Agreement " means the escrow agreement to be entered into between a licensed third party trustee, as escrow agent, Freeform and certain Principals (as that term is defined in the policies of the TSXV) and other Persons, if required by the TSXV, in accordance with the policies of the TSXV in connection with the completion of the Qualifying Transaction.

1.2 Certain Rules of Interpretation

(a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word "including" in this Agreement is to be construed as meaning "including, without limitation".
(b) The division of this Agreement into sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(c) References in this Agreement to a section or Schedule are to be construed as references to a section or Schedule of or to this Agreement.
(d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.
(e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time.
(f) In the event of any conflict or inconsistency between the statements in the body of the Agreement and the Schedules, the statements in the body of this Agreement will prevail.

1.3 Governing Law

This Agreement is governed by, and is to be construed and interpreted exclusively in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein. The Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia to resolve any disputes arising hereunder.

1.4 Entire Agreement

This Agreement, together with the agreements and other documents to be delivered pursuant to this Agreement, constitutes the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including the letter of intent dated August 5, 2020 between Freeform and Bayshore, and there are no representations, warranties or other agreements among the Parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement or the other agreements and documents delivered pursuant to this Agreement. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement or in one of the other agreements and documents delivered pursuant to this Agreement.

1.5 Knowledge

Where the phrase "to the knowledge of Bayshore" or "to the knowledge of Freeform" is used, such phrase will mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon, in the case of Bayshore, the collective knowledge of the directors and officers of Bayshore and in the case of Freeform, the collective knowledge of the directors and officers of Freeform and in all cases, "knowledge" means the actual knowledge of such directors and officers after due inquiry.

1.6 Schedules

The following is a list of schedules which form part of this Agreement:

Schedule A - Amalgamation Agreement Schedule B - List of Freeform Options Schedule C - List of Bayshore Warrants and Bayshore Options Schedule D - Elk Gold Project

2. THE AMALGAMATION

2.1 Amalgamation

(a) Freeform, Subco, and Bayshore will effect the Amalgamation on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement.
(b) Freeform shall use all commercially reasonable efforts to prepare and complete, any documents required by Law in connection with the Amalgamation. Freeform shall use their commercially reasonable efforts to cause such documents to be filed under the profile of Freeform on SEDAR as required by applicable Law as soon as practicable.

2.2 Effect of Amalgamation

(a) The Amalgamation will become effective on the Effective Date and, at such time, Subco and Bayshore will amalgamate to form Amalco pursuant to the BCBCA in the manner set out in the Amalgamation Agreement;
(b) immediately upon the Amalgamation pursuant to section 2.2(a):
(i) each Bayshore Shareholder (other than a Dissenting Shareholder, but including, for certainty, holders of Bayshore Warrants or Bayshore Subscription Receipts who will become Bayshore Shareholders immediately prior to the Effective Time) will receive, instead of Amalco Common Shares, one Freeform Common Share for each Bayshore Common Share held by such shareholder, and the Bayshore Common Shares thus exchanged will be cancelled without reimbursement of the capital represented by such share
(ii) each Bayshore Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Option to purchase from Freeform the number of Freeform Common Shares equal to the number of Bayshore Common Shares subject to such Bayshore Option immediately prior to the Effective Date. Each such Replacement Option shall provide for an exercise price per Freeform Common Share equal to the exercise price per Bayshore Common Share otherwise purchasable pursuant to such Bayshore Option. Notwithstanding the foregoing, the terms of each such Replacement Option shall be subject to such adjustments as may be required by the TSXV;
(iii) Freeform will receive one fully paid and non-assessable Amalco Common Share in exchange for each issued and outstanding Subco Common Share held by Freeform and the Subco Common Shares thus exchanged will be cancelled without reimbursement of the capital represented by such shares;

(iv) Amalco will be a wholly-owned subsidiary of Freeform; and
(v) in accordance with section 10.3, Bayshore Common Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.2(b)(i). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 238 of the BCBCA or forfeits its right to make a claim under Section 238 of the BCBCA or if its rights as a Bayshore Shareholder are otherwise reinstated, such Dissenting Shareholder’s Bayshore Common Shares shall thereupon be deemed to have been converted as of the Effective Date as prescribed by section 2.2(b)(i).

3. REPRESENTATIONS AND WARRANTIES OF FREEFORM

Freeform hereby represents and warrants to Bayshore and Subco as follows, and acknowledges that Bayshore and Subco are relying upon such representations and warranties in connection with the transactions contemplated herein. The statements contained in this section 3 are true and correct as of the date hereof, and Freeform covenants, represents and warrants with and in favour of Bayshore and Subco that all of the representations and warranties set forth in this section 3 will be true and correct at the Effective Time as if made on the Effective Date.

3.1 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.

3.2 Capacity to Enter Agreement

Freeform has the requisite corporate power and authority and capacity to enter into and perform its obligations under this Agreement.

3.3 Binding Obligation

The execution, delivery and performance of this Agreement by Freeform and the consummation by it of the transactions contemplated hereby has been or, by the Effective Date, will be 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.

This Agreement constitutes or will, by the Effective Date, constitute 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.

3.4 Absence of Conflict

None of the execution and delivery of this Agreement, the performance of the obligations of Freeform under this Agreement, or the completion of the Qualifying Transaction will:

(a) 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;
(b) constitute an event which would permit any party to any material Contract with Freeform to terminate such material Contract; or
(c) result in the creation or imposition of any Encumbrance on the Freeform Common Shares.

3.5 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.

3.6 Capacity and Power

Freeform has all necessary corporate power, authority and capacity to own or lease its assets and carry on its business as currently being conducted.

3.7 No Business Operations

Freeform has no agreements, liabilities (including in respect of Taxes), Contracts, undertakings or commitments whatsoever of any kind other than this Agreement and does not carry out any active business and has been formed for the sole purpose of carrying out the Amalgamation. Subco does not own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity.

3.8 Authorized and Issued Capital

The authorized share capital of Freeform consists of an unlimited number of Freeform Common Shares.

As of the date hereof there are: (A) 10,700,000 Freeform Common Shares validly issued and outstanding; (B) 250,000 Freeform Options granted pursuant to the Freeform Stock Option Plan, providing for the issuance of 250,000 Freeform Common Shares upon the exercise thereof; and (C) 300,000 IPO Agent’s Options providing for the issuance of 300,000 Common Shares. Other than the IPO Agent’s Options and options issued pursuant to the Freeform Stock Option Plan, 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 Common Shares or securities or obligations of any kind convertible into,

exchangeable for or otherwise carrying the right or obligation to acquire any Freeform Common 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.

3.9 Pre-Emptive Rights

(a) No shareholder of Freeform is entitled to pre-emptive rights or registration rights;
(b) 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
(c) Freeform is not a party to, and Freeform does not have any knowledge of, any agreement restricting the voting or transfer of any Freeform Common Shares.

3.10 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.

3.11 Prior Issuances of Securities, No Foreign Registration, No Cease Trade Orders

(a) The offer and sale of all Freeform Common 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;
(b) Freeform 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; and
(c) 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.

3.12 Non-Arm’s Length Loans, Loans 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”.

3.13 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 Freeform Due Diligence Responses are complete and accurate in all material respects. The data room made available to Bayshore contains accurate copies of all documents requested and there are no material omissions.

3.14 Financial Statements

(a) 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.
(b) There has not been any reportable event (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) since January 31, 2020 with the auditor of Freeform.

3.15 Tax Matters

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.

3.16 Absence of Changes

Since the most recent balance sheet and statement of loss included in the Freeform Financial Statements, there has not been:

(a) 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
(b) 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.

3.17 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.

3.18 Absence of Unusual Transactions

Since the most recent balance sheet and statement of loss included in the Freeform Financial Statements:

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

3.19 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.

3.20 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. There is no outstanding judgment, decree, order, ruling or injunction involving Freeform or relating in any way to the Qualifying Transaction.

3.21 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.

3.22 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.

3.23 Finder’s Fees

No Person is entitled to a finder’s fee or other form of compensation from Freeform with respect to the Qualifying Transaction.

3.24 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 Common 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.

3.25 Replacement Options

The issuance of the Replacement Options will not violate any provision of the Freeform Stock Option Plan or any rule or regulation of the TSXV, provided that all holders of the Bayshore Options will be, as at the Effective Date, eligible participants under the Freeform Stock Option Plan. In any event, the issuance of the Replacement Options will be subject to TSXV approval and such adjustments to the terms of the Replacement Options as may be required by the TSXV before granting such approval.

3.26 Subco Share Capital

Freeform is the registered and beneficial owner of all of the issued and outstanding shares of Subco and 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.

4. REPRESENTATIONS AND WARRANTIES OF SUBCO

Subco hereby represents and warrants to Freeform and Bayshore as follows, and acknowledges that Freeform and Bayshore are relying upon such representations and warranties in connection with the transactions contemplated herein. The statements contained in this section 4 are true and correct as of the date hereof, and Subco covenants, represents and warrants with and in favour of Bayshore and Freeform that all of the representations and warranties set forth in this section 4 will be true and correct at the Effective Time as if made on the Effective Date.

4.1 Corporate Existence

Subco 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 Subco in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Subco.

4.2 Capacity to Enter Agreement

Subco has the requisite corporate power and authority and capacity to enter into and perform its obligations under this Agreement.

4.3 Binding Obligation

The execution, delivery and performance of this Agreement by Subco and the consummation by it of the transactions contemplated hereby have been or will be, as of the Effective Date, duly and validly authorized by all necessary corporate action, and no further consent or authorization of the board of directors or shareholders of Subco is or will be required.

This Agreement constitutes or, by the Effective Date, will constitute a valid and binding obligation of Subco, enforceable against Subco 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.

4.4 Absence of Conflict

None of the execution and delivery of this Agreement, the performance of Subco’s obligations under this Agreement, or the completion of the transactions contemplated in this Agreement will:

(a) result in or constitute a breach of any term or provision of, or constitute a default under, the articles of Subco, or any agreement or other commitment to which Subco is a party or by which Subco is bound;
(b) constitute an event which would permit any party to any material contract with Subco to terminate that agreement, or to accelerate the maturity of any indebtedness of Subco, or other obligation of Subco; or
(c) result in the creation or imposition of any Encumbrance on the Subco assets or the Subco Common Shares.

4.5 No Business Operations

Subco has no agreements, liabilities (including in respect of Taxes), Contracts, undertakings or commitments whatsoever of any kind other than this Agreement and does not carry out any active business and has been formed for the sole purpose of carrying out the Amalgamation. Subco does not own or hold, directly or indirectly, any securities of, or have any interest in, any corporation, partnership, joint venture or other entity.

4.6 Authorized and Issued Capital

The authorized share capital of Subco consists of an unlimited number of Subco Common Shares. There are 100 Subco Common Shares issued and outstanding.

5. REPRESENTATIONS AND WARRANTIES OF BAYSHORE

Bayshore hereby represents and warrants to Freeform and Subco as follows, and acknowledges that Freeform and Subco are relying upon such representations and warranties in connection with the transactions contemplated herein. The statements contained in this section 5 are true and correct as of the date hereof, and Bayshore covenants, represents and warrants with and in favour of Freeform and Subco that all of the representations and warranties set forth in this section 5 will be true and correct at the Effective Time as if made on the Effective Date.

5.1 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.

5.2 Capacity to Enter Agreement

Bayshore has the requisite corporate power and authority and capacity to enter into and perform its obligations under this Agreement.

5.3 Binding Obligation

The execution, delivery and performance of this Agreement by Bayshore and the consummation by it of the transactions contemplated hereby have been or will be, by the Effective Date, 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.

This Agreement constitutes or, by the Effective Date, will constitute 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.

5.4 Absence of Conflict

None of the execution and delivery of this Agreement, the performance of the obligations of Freeform under this Agreement, or the completion of the Qualifying Transaction will:

(a) 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 any agreement or other commitment to which Bayshore is a party or by which Bayshore is bound;
(b) constitute an event which would permit any party to any material Contract with Bayshore to terminate such material Contract; or
(c) result in the creation or imposition of any Encumbrance on the Bayshore Common Shares.

5.5 No Limitation On Business Operations

Except for the Equinox Agreements and the NSR Agreement, Bayshore 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.

5.6 Regulatory Approvals

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 this Agreement or any other documents and agreements to be delivered under this Agreement.

5.7 Compliance with Laws

Bayshore 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 carries on business and Bayshore holds all material licences, registrations and qualifications in all jurisdictions in which Bayshore carries on business which are necessary or desirable to carry on the business of Bayshore, as now conducted and as presently proposed to be conducted in this Agreement.

5.8 Consents

There is no requirement to obtain any consent, approval or waiver of a party under any Material Contract to which Bayshore is a party in order to complete the transactions contemplated in this Agreement.

5.9 Constating Documents

The notice of articles and articles of Bayshore constitute all of the constating documents of Bayshore 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 other than in conjunction with the Amalgamation.

5.10 Capacity and Power

Bayshore has all necessary corporate power, authority and capacity to own or lease its assets and carry on its business as currently being conducted.

5.11 Jurisdictions

Bayshore 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 or any part thereof, makes such qualification necessary to enable the business to be carried on as now conducted, to enable the property and assets of Bayshore 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.

5.12 Authorized and Issued Capital

Bayshore is authorized to issue an unlimited number of Bayshore Common Shares. As of the date hereof, (A) 32,815,546 Bayshore Common Shares are issued and outstanding; and (B) 272,000 Bayshore Warrants have been granted providing for the issuance of 272,000 Bayshore Common Shares upon the conversion thereof; and (C) 3,098,854 Bayshore Options providing for the issuance of 3,098,854 Bayshore Common Shares upon the exercise thereof. Other than the Bayshore Subscription Receipts, 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 Common Shares or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Bayshore Common 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.

5.13 Pre-Emptive Rights

(a) No Bayshore Securityholder is entitled to pre-emptive rights or registration rights;
(b) 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

(c) Bayshore is not a party to, and Bayshore does not have any knowledge of, any agreement restricting the voting or transfer of any Bayshore Common Shares.

5.14 Prior Issuances of Securities, No Registration, No Cease Trade Orders

The offer and sale of all Bayshore Common Shares, Bayshore Options and Bayshore Warrants issued and outstanding as of the date of this Agreement have complied with all applicable Laws. 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. 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.

5.15 No Voting Trust, etc.

Except for any statutorily required hold periods, none of the issued and outstanding Bayshore Common Shares are, to the knowledge of Bayshore, subject to escrow restrictions, pooling arrangements or voting trusts, whether voluntary or involuntary.

5.16 Non-Arm’s Length Loans, Loans to Insiders, etc.

Bayshore 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, other than as will be disclosed in the Bayshore Financial Statements. Bayshore is not a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm’s length with Bayshore, other than as will be disclosed in the Bayshore Financial Statements as “related party transactions”.

5.17 Books and Records

The Books and Records and minute books of Bayshore are maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects. Bayshore’s due diligence response is complete and accurate in all material respects. The data room made available to Freeform, contains accurate copies of all documents requested and there are no material omissions.

5.18 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.

5.19 Tax Matters

Bayshore has 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 has 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, in connection with any Taxes.

5.20 Licenses and Permits

Bayshore holds all valid licenses, permits and similar rights and privileges that are material and required and necessary under applicable law to operate its business, including, without limitation, at the Elk Gold Project.

5.21 Absence of Changes

Since January 31, 2020 and prior to the Effective Date there has not been and will not be:

(a) any change in the financial condition, operations, results of operations, or business of Bayshore 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
(b) any damage, destruction or loss, labour trouble, or other event, development or condition of any character suffered by Bayshore which has had, or may reasonably be expected to have, a Material Adverse Effect.

5.22 Absence of Undisclosed Liabilities

Bayshore does not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that exceed $20,000, which:

(a) will not be set forth in the Bayshore Financial Statements or have not heretofore been paid or discharged and have been disclosed to Freeform prior hereto;
(b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Freeform; or
(c) 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.

5.23 Environmental Matters

(a) All facilities and operations of Bayshore and Gold Mountain have been conducted, and are now, in compliance with all Environmental Laws;

(b) Bayshore and Gold Mountain are in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the properties and mineral rights held by it at its current stage of development and to conduct their respective business as they are now being conducted;
(c) Except for the reclamation requirements for the Elk Gold Project which include the posting of a reclamation bond and annual reporting requirements, no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Bayshore and Gold Mountain and, to the knowledge of Bayshore and Gold Mountain, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(d) Bayshore and Gold Mountain are not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(e) To the knowledge of Bayshore and Gold Mountain, there are no changes in the status, terms or conditions of any environmental permits held by Bayshore and Gold Mountain or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Bayshore and Gold Mountain following the Effective Date;
(f) Bayshore and Gold Mountain has made available to Freeform all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(g) To the knowledge of Bayshore and Gold Mountain, it is not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, Hazardous Substance, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws).

5.24 Absence of Unusual Transactions

Since the most recent balance sheet and statement of loss included in the Bayshore Financial Statements:

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

5.25 Title to Assets

Except for the Encumbrances established pursuant to the NSR Agreement and the Equinox Agreements, Bayshore owns, possesses and has good and marketable title to all of its undertaking, property and assets including, without limitation, in respect of the Elk Gold Project and including all the undertaking, property and assets to be reflected in the most recent balance sheet included in the Bayshore Financial Statements, free and clear of all Encumbrances. The undertakings, property and assets of Bayshore comprise all of the undertakings, assets and property necessary for it to carry on its business as it is currently operated.

5.26 Employees

There are no outstanding amounts payable to employees other than in the ordinary course of business.

5.27 Management Contracts

Bayshore is 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.

5.28 Material Contracts

Bayshore is 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 is entitled to all benefits under each Material Contract, as applicable, and Bayshore has 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.

5.29 Litigation

There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of Bayshore, 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. There is no outstanding judgment, decree, order, ruling or injunction involving Bayshore or relating in any way to the transactions contemplated in this Agreement.

5.30 No Expropriation

To the knowledge of Bayshore, no property or asset of Bayshore 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 is there any intent or proposal to give any such notice or commence any such proceeding.

5.31 Finder’s Fees

No person or corporation is entitled to a finder’s fee or other form of compensation from Bayshore with respect to the transactions contemplated in this Agreement.

5.32 Full Disclosure

None of the foregoing representations, warranties and statements of fact 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 Bayshore Common Shares who is seeking full information as to Bayshore and its properties, businesses and affairs.

5.33 Bayshore Offering

Bayshore will use its best efforts to close the Bayshore Offering raising gross proceeds of at least $4,000,000 prior to the Completion Deadline.

5.34 Subsidiary Share Capital

Bayshore is the registered and beneficial owner of all of the issued and outstanding Gold Mountain Shares and 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.

6. COVENANTS

6.1 Covenants of Bayshore

Bayshore covenants and agrees that, until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms, it shall:

(a) not take any action contrary to, or in opposition of the Amalgamation and the Qualifying Transaction;
(b) use commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained from, and to deliver all notices required to be delivered to, other parties to any of its Material Contracts in connection with this Agreement, the Amalgamation or any of the other transactions contemplated herein;
(c) use commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and any other transactions contemplated herein;
(d) not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement;
(e) use commercially reasonable efforts to fulfill all conditions to Closing contained in this Agreement that are within its power and satisfy all provisions of this Agreement and the Amalgamation applicable to Bayshore;
(f) conduct its business in a prudent and business-like manner and, except for transactions contemplated herein, in the ordinary course and in a manner consistent with past practice;
(g) except for securities issued in connection with the Bayshore Offering, not issue any debt, equity or other securities without the prior written approval of Freeform;
(h) not borrow money or incur any indebtedness for money borrowed, except as agreed to by Freeform in writing;
(i) not make loans, advances or other payments, excluding ordinary course compensation and routine advances to employees of Bayshore for expenses incurred in the ordinary course, except as agreed to by Freeform in writing;
(j) not incur any expenditure of any kind above $50,000 without the prior written consent of Freeform which consent may not be unreasonably withheld;

(k) not declare or pay any dividends or distribute any of Bayshore’s properties or assets;
(l) not amend Bayshore’s notice of articles or articles in any manner which may adversely affect the success of the Qualifying Transaction, except as agreed by Freeform in writing or as required to give effect to the matters contemplated herein;
(m) except as permitted or contemplated herein, not enter into any transaction or Material Contract not in the ordinary course of business and not engage in any business enterprise or activity different from that carried on as of the date hereof, unless written approval of Freeform is obtained;
(n) subject to the provisions hereof, to cooperate fully with Freeform and to use all reasonable commercial efforts to assist Freeform in its efforts to complete the Qualifying Transaction, unless such cooperation and efforts would subject Bayshore to liability or would be in breach of applicable statutory and regulatory requirements;
(o) promptly deliver written notice to Freeform of any circumstance or development that, to the knowledge of Bayshore, is or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Bayshore; and
(p) use its best efforts to complete the Bayshore Offering.

6.2 Covenants of Freeform

Freeform covenants and agrees that, until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms, it shall:

(a) apply for and use commercially reasonable efforts to obtain all Regulatory Approvals relating to Freeform and Subco required in connection with this Agreement, the Qualifying Transaction or any of the other transactions contemplated herein, and, in doing so, keep Bayshore fully informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing Bayshore promptly with copies of all related applications and notifications (other than with respect to confidential information contained in such applications and notifications), in a draft form prior to such applications and notifications being submitted, in order for Bayshore to provide its reasonable comments thereon;
(b) use commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained from, and to deliver all notices required to be delivered to, other parties to any of its Material Contracts in connection with this Agreement, the Qualifying Transaction or any of the other transactions contemplated herein;

(c) use commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and any other transactions contemplated herein;
(d) not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement;
(e) not adopt a plan of liquidation or resolution providing for the liquidation.
(f) use commercially reasonable efforts to fulfill all conditions to Closing contained in this Agreement that are within its power and satisfy all provisions of this Agreement and the Amalgamation applicable to Freeform;
(g) conduct its business in a prudent and business-like manner and, except for transactions contemplated herein, in the ordinary course and in a manner consistent with past practice;
(h) not issue any debt, equity or other securities without the prior written approval of Bayshore;
(i) not borrow money or incur any indebtedness for money borrowed, except as agreed to by Bayshore in writing;
(j) not make loans, advances or other payments, excluding ordinary course compensation and routine advances to employees of Freeform for expenses incurred in the ordinary course, except as agreed to by Bayshore in writing;
(k) not incur any expense of any kind above $50,000 without the prior written consent of Bayshore which consent may not be unreasonably withheld;
(l) not declare or pay any dividends or distribute any of Freeform’s properties or assets;
(m) not amend Freeform’s notice of articles or articles in any manner which may adversely affect the success of the Qualifying Transaction, except as agreed by Bayshore in writing or as required to give effect to the matters contemplated herein;
(n) except as permitted or contemplated herein, not enter into any transaction or Material Contract not in the ordinary course of business and not engage in any business enterprise or activity different from that carried on as of the date hereof, unless written approval of Bayshore is obtained;
(o) subject to the provisions hereof, to cooperate fully with Bayshore and to use all reasonable commercial efforts to assist Bayshore in its efforts to complete the

transactions contemplated in this Agreement, unless such cooperation and efforts would subject Freeform to liability or would be in breach of applicable statutory and regulatory requirements; and

(p) promptly deliver written notice to Bayshore of any circumstance or development that, to the knowledge of Freeform, is or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Freeform.
6.3 Qualifying Transaction Implementation Covenants
(a) Bayshore, with the assistance of Freeform, shall use best efforts to finalize the Filing Statement, together with any other documents required by applicable securities and corporate Laws in connection with the Qualifying Transaction (including, without limitation, a Technical Report and a title opinion on the Elk Gold Project, each as may be required by and acceptable to the TSXV), and Freeform shall cause the Filing Statement to be filed as required by applicable Laws as soon as reasonably practicable following Regulatory Approval, provided that the Filing Statement and other documentation required in connection with the Qualifying Transaction shall be filed only with Bayshore’s prior written consent (in the case of the Filing Statement, such consent shall be evidenced by a fully executed Bayshore certificate page).
(b) Freeform, with the assistance of Bayshore, shall use best efforts to have the issuance of all of the Freeform Common Shares issuable pursuant to, or as a consequence of, the Amalgamation accepted by the TSXV, including entering into all applicable escrow arrangements required by the TSXV. Each Party shall provide the other with all communications sent to or received from the TSXV or any Securities Authorities in connection with the Qualifying Transaction and stock exchange listing.
(c) Freeform and Bayshore shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all actions reasonably deemed by Freeform and Bayshore, as the case may be, to be necessary to discharge their respective obligations under applicable Laws in connection with each step of the Qualifying Transaction and all other matters contemplated in the Filing Statement and this Agreement. In furtherance of the foregoing:
- (i) Each of Freeform and Bayshore shall furnish to the other all such information concerning it and its securityholders (and in the case of Freeform, also concerning Subco), as may be required to effect the Qualifying Transaction. Each of Freeform and Bayshore covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Qualifying Transaction will, to the best of its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to

be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and

(ii) each of Freeform and Bayshore shall promptly notify the other if at any time before the Effective Date it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement to the Filing Statement. In any such event, Freeform and Bayshore shall cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, shall cause the same to be distributed to Freeform Shareholders, Bayshore Securityholders and/or filed with the Securities Authorities.

6.4 Non-Solicitation

None of the Parties shall solicit any offers to purchase its shares or assets and neither of Freeform nor Bayshore will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date hereof and ending on the termination of this Agreement. The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other.

7. CLOSING CONDITIONS

7.1 Mutual Conditions

The respective obligations of Freeform, Bayshore and Subco to complete the Qualifying Transaction are subject to the fulfillment of the following conditions prior to the Effective Time on the Effective Date or such earlier time or date as specified herein:

(a) The Freeform board will have approved the Qualifying Transaction and all related matters;
(b) receipt of TSV approval and all other necessary regulatory and third-party approvals, and compliance with all applicable regulatory requirements and conditions necessary, to complete the Qualifying Transaction;
(c) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or

indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect;

(d) the Amalgamation Application to be filed with the Registrar of Companies under the BCBCA in accordance with the Amalgamation Agreement shall be in form and substance satisfactory to Bayshore and Freeform, acting reasonably;
(e) all other consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, the failure of which to obtain or the expiry of which would or could have a Material Adverse Effect or materially impede the completion of the Qualifying Transaction, will have been obtained or received on terms that are reasonably satisfactory to each Party hereto;
(f) this Agreement will not have been terminated pursuant to section 10 hereof;
(g) the number of Bayshore Common Shares in respect of which shareholders of Bayshore have dissented in connection with the resolutions authorizing the Amalgamation shall not exceed 5% of the number of issued and outstanding Bayshore Common Shares;
(h) Freeform, upon completion of the Qualifying Transaction, shall meet, at a minimum, the original listing requirements of the TSXV as a “Tier 2 Mining Issuer”; and
(i) the latest available audited and unaudited financial statements of Freeform, and unaudited financial statements of Bayshore, shall have been delivered and shall be true and correct and have been prepared in accordance with IFRS.

The foregoing conditions are for the mutual benefit of the Parties hereto and may be waived in respect of a Party hereto, in whole or in part, by such Party hereto in writing at any time. If any of such conditions will not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 10 hereof, any Party hereto may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding Party hereto.

7.2 Freeform Conditions

The obligation of Freeform to complete the Qualifying Transaction is subject to the fulfillment of the following additional conditions on or before the Completion Deadline or such other time as is specified below:

(a) the completion of the Bayshore Offering;
(b) the Bayshore Shareholders shall have approved the Amalgamation and shall have adopted and passed all necessary resolutions to permit the consummation of this Agreement and the Qualifying Transaction;

(c) satisfactory completion of due diligence by Freeform, its counsel and representatives on the business, assets, financial condition including the Bayshore Financial Statements, and corporate records of Bayshore, acting reasonably;
(d) the directors of Bayshore shall have adopted and passed all necessary resolutions and all other necessary corporate action will have been taken by Bayshore to permit the consummation of this Agreement and the Qualifying Transaction;
(e) no material adverse change having occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Bayshore, financial or otherwise, between the date hereof and the Completion Deadline;
(f) there being no legal proceedings or regulatory actions or proceedings against Bayshore as of the Completion Deadline which may have a Material Adverse Effect on Bayshore, its business, assets or financial condition;
(g) there being no inquiry or investigation (whether formal or informal) in relation to Bayshore or its directors or officers commenced or threatened by any securities commission or official of the TSXV or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Bayshore, its business, assets or financial condition;
(h) all representations and warranties of Bayshore under this Agreement shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not result, or would not reasonably be expected to result, in a material adverse change in respect of Bayshore and would not, or would not reasonably be expected to, materially delay completion of the Amalgamation and the transactions otherwise contemplated hereby;
(i) all covenants of Bayshore under this Agreement to be performed on or before the Effective Date shall have been performed by Bayshore in all material respects;
(j) there being no other issued and outstanding securities in the capital of Bayshore other than as disclosed herein;
(k) relevant principals and shareholders of Bayshore shall have entered into such escrow agreements as required by the TSXV and shall have delivered such documents as required by the TSXV including, without limitation, duly completed personal information forms acceptable to the TSXV; and

(l) Bayshore will have executed and delivered, or cause to be executed and delivered, at the Closing of the Qualifying Transaction, such customary agreements, legal opinions, certificates, resolutions and other closing documents as may be required by the other Parties hereto, all in form satisfactory to the other Parties, acting reasonably.

The foregoing conditions are for the benefit of Freeform and may be waived, in whole or in part, by Freeform in writing at any time. If any of such conditions will not be complied with or waived by Freeform on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to section 10 hereof, Freeform may terminate this Agreement by written notice to Bayshore and Subco in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Freeform.

7.3 Bayshore Conditions

The obligation of Bayshore to complete the Qualifying Transaction contemplated herein is subject to the fulfillment of the following additional conditions on or before the Completion Deadline or such other time as is specified below:

(a) Freeform, as the sole shareholder of Subco, shall have approved the Amalgamation;
(b) the directors of Freeform and Subco will have adopted all necessary resolutions and all other necessary corporate action will have been taken by Freeform and Subco to permit the consummation of the Qualifying Transaction;
(c) no material adverse change having occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Freeform, financial or otherwise, between the date hereof and the Effective Date, except for a decrease in Freeform’s working capital position reasonably necessary to facilitate the Qualifying Transaction and to meet its customary obligations as a “reporting issuer” in Alberta, British Columbia and Ontario;
(d) satisfactory completion of due diligence by Bayshore, its counsel and representatives on the business, assets, financial condition and corporate records of Freeform, acting reasonably;
(e) there being no legal proceedings or regulatory actions or proceedings against Freeform as of the Effective Date which may have a Material Adverse Effect on Freeform, its business, assets or financial condition;
(f) there being no inquiry or investigation (whether formal or informal) in relation to Freeform or its directors or officers commenced or threatened by any securities commission or official of the TSXV or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Freeform, its business, assets or financial condition;

(g) all representations and warranties of Freeform and Subco under this Agreement shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not result, or would not reasonably be expected to result, in a material adverse change in respect of Freeform or Subco, as applicable, and would not, or would not reasonably be expected to, materially delay completion of the Amalgamation and the transactions otherwise contemplated hereby;
(h) all covenants of Freeform under this Agreement to be performed on or before the Effective Date shall have been performed by Freeform in all material respects;
(i) the Freeform Common Shares issued as consideration for the Bayshore Common Shares being issued as fully paid and non-assessable Freeform Common Shares, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature, except those imposed pursuant to the escrow restrictions of the TSXV;
(j) Freeform shall have made all applicable filings with the TSXV and any Governmental Entities;
(k) Freeform will have executed and delivered, at the Closing of the Qualifying Transaction, such customary agreements, legal opinions, certificates, resolutions and other closing documents as may be required by the other Parties hereto, all in form satisfactory to the other Parties hereto, acting reasonably.
(l) Freeform having received no correspondence from the TSXV or any other regulatory body indicating that completion of the Qualifying Transaction would require Freeform Shareholders’ approval.
(m) The foregoing conditions are for the benefit of Bayshore and may be waived, in whole or in part, by Bayshore in writing at any time. If any of such conditions will not be complied with or waived by Bayshore on or before the Completion Deadline or, if earlier, the date required for the performance thereof, Bayshore may terminate this Agreement by written notice to Freeform and Subco in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Bayshore.

8. SURVIVAL

8.1 Survival

For greater certainty, the representations and warranties of each of the Parties contained herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

9. CLOSING

9.1 Closing Location

The Closing will take place on the Effective Date in the offices of Koffman Kalef LLP, counsel to Freeform, or at any other place as the Parties may agree.

9.2 Delivery of the Payment Shares

At of the Effective Date:

(a) Freeform shall issue and deposit the Payment Shares with the Depositary, which will be registered in the name of the Depositary in trust for the Bayshore Shareholders (including, for certainty, the holders of Bayshore Warrants and Bayshore Subscription Receipts who will become Bayshore Shareholders immediately prior to the Effective Time) for distribution in accordance with the terms of the Depositary Agreement for distribution as follows, provided that Bayshore Shareholders who are former holders of Bayshore Warrants or former holders of Bayshore Subscription Receipts immediately prior to the Effective Time will not be subject to the following release schedule:
(i) 25 % of the Payment Shares shall be releasable to the Bayshore Shareholders and deliverable to the Bayshore Shareholders no later than the third Business Day following the date that is six months following the Effective Date;
(ii) 25% of the Payment Shares shall be releasable to the Bayshore Shareholders and deliverable to the Bayshore Shareholders no later than the third Business Day following the date that is 12 months following the Effective Date;
(iii) 25 % of Payment Shares shall be releasable to the Bayshore Shareholders and deliverable to the Bayshore Shareholders no later than the third Business Day following the date that is 18 months following the Effective Date; and
(iv) 25 % of Payment Shares shall be releasable to the Bayshore Shareholders and deliverable to the Bayshore Shareholders no later

than the third Business Day following the date that is 24 months following the Effective Date.

(b) Upon delivery to the Depositary of properly completed Letter(s) of Transmittal relating to one or more outstanding Bayshore Common Shares held by a Bayshore Shareholder immediately prior to the Effective Time, together with a certificate (if such Bayshore Common Shares are certificated), that immediately before the Effective Time represented such outstanding Bayshore Common Shares and such other documents and instruments as the Depositary or Freeform may require (collectively, the “ Transfer Documents ”), the holder of such Bayshore Common Shares shall be entitled to receive in exchange therefor, and Freeform shall cause the Depositary to deliver to such holder following the Effective Date and, if applicable, in accordance with the release schedule set out in section 9.2(a) that is to be incorporated into the Depositary Agreement, DRS Statements representing the Payment Shares that such Bayshore Shareholder is entitled to receive in accordance with section 2.2(b)(i) and this Agreement.
(c) After the Effective Date and until Transfer Documents are received by the Depositary as contemplated by section 9.2(b), each corresponding Bayshore Common Share following completion of the Amalgamation shall be deemed at all times, subject to the limitation period and terms of the Amalgamation Agreement, to represent only the right to receive in exchange therefor the DRS Statements representing the Payment Shares that such Bayshore Shareholder is entitled to receive in accordance with section 2.2(b)(i) and this Agreement.

9.3 Deliveries by Freeform at Closing

In addition to all other documents required hereunder to be delivered by Freeform to Bayshore to complete the Qualifying Transaction, Freeform shall deliver to Bayshore prior to the Effective Time on the Effective Date:

(a) a certificate of status of Freeform;
(b)
a certificate of status of Subco;
(c) a certified copy of the resolutions passed by the board of directors of Freeform approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;
(d) a copy of the resolutions passed by the board of directors of Subco approving the Amalgamation and certain other related matters;
(e) a copy of the resolutions passed by the sole shareholder of Subco approving the Amalgamation and certain other related matters;
(f) evidence that Freeform is a reporting issuer in Alberta, British Columbia and Ontario and is not in default of any of the provisions therein;

(g) certificates in the respective names of the holders of the Replacement Options representing in the aggregate the Replacement Options issuable by Freeform, subject to the terms of this Agreement, to former holders of Bayshore Options in connection with the Amalgamation;
(h) the TSXV Escrow Agreement referred to in section 9.4(d) duly executed by Freeform and the applicable escrow agent;
(i) a copy of the resolution passed by the board of directors of Freeform approving the Name Change to be effected forthwith after the Amalgamation ;
(j) executed director resignations and mutual releases from three members of Freeform’s board and one member of management;
(k) subject to any required Regulatory Approvals, a certified copy of the resolution passed by the board of directors of Freeform appointing the following individuals as officers and directors of Freeform:

Officers:

Ronald Woo – President Grant Carlson – Chief Operating Officer Brayden Hobbs – Chief Financial Officer Alex Bayer – General Counsel and Corporate Secretary

Directors:

Blake Steele Gerry Carlson Keith Minty

(l) conditional approval of the TSXV of the Qualifying Transaction; and
(m) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.

9.4 Additional Deliveries by Bayshore at Closing.

In addition to all other documents required hereunder to be delivered by Bayshore to Freeform to complete the Qualifying Transaction, Bayshore shall deliver to Freeform prior to the Effective Time on the Effective Date:

(a) a certificate of status of Bayshore;
(b) certified copy of the resolutions passed by the board of directors of Bayshore approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;

(c) a certified copy of the resolutions passed by the Bayshore Shareholders approving the Amalgamation;
(d) the TSXV Escrow Agreement duly executed by those directors, officers and shareholders of Bayshore required by the policies of the TSXV to execute such agreement; and
(e) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.

10. TERM, TERMINATION AND DISSENTING SHAREHOLDERS

10.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms.

10.2 Termination

(a) This Agreement may be terminated at any time prior to the Effective Date:
(i) by mutual written agreement of the Parties;
(ii) by Bayshore, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Freeform or Subco set forth in this Agreement shall have occurred that would cause the conditions set forth in section 7.1 or section 7.3 not to be satisfied, or render such conditions incapable of being satisfied by the Effective Date, as reasonably determined by Bayshore; provided, however, that Bayshore is not then in breach of this Agreement so as to cause any condition in section 7.1 or section 7.3 not to be satisfied;
(iii) by Freeform, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Bayshore set forth in this Agreement shall have occurred that would cause the conditions set forth in section 7.1 or section 7.2 not to be satisfied, or render such conditions incapable of being satisfied by the Effective Date as reasonably determined by Freeform; provided, however, that Freeform is not then in breach of this Agreement so as to cause any condition in section 7.1 or section 7.2 not to be satisfied; or
(iv) the approval of Bayshore Shareholders of the Amalgamation is not obtained, provided that a Party may not terminate this Agreement pursuant to this section if the failure to obtain such approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement.

(b) For greater certainty, this Agreement may not be terminated unilaterally by Subco.
(c) This Agreement will terminate without any action required from either party if the Effective Date has not occurred on or prior to the Completion Deadline.

10.3 Dissenting Shareholders

Upon the Amalgamation becoming effective on the Effective Date, a Dissenting Shareholder shall cease to have any rights as a Bayshore Shareholder other than the right to be paid the fair value of the Dissenting Shareholder’s Dissenting Bayshore Shares in the amount agreed to or as ordered by the court, as the case may be. In the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 238 of the BCBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 238 of the BCBCA, the Dissenting Shareholder’s Dissenting Bayshore Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Freeform Common Shares on the basis set forth in section 2.2 hereof.

11. GENERAL

11.1 Access to Information and Confidentiality

Each Party will allow the other and its respective authorized representatives, including legal counsel and consultants, access to all information, books or records relevant for the purpose of the transactions contemplated herein. Each party hereto agrees that all information and documents so obtained will be kept confidential and the contents thereof will not be disclosed to any person without the prior written consent of the disclosing party, except as otherwise provided for below, or as are required to be disclosed by applicable Law provided that the disclosing party is given prior notice thereof.

The foregoing does not apply to information that:

(a) becomes generally available to the public absent any breach of the foregoing;
(b) was available on a non-confidential basis to a party prior to its disclosure pursuant to this Agreement; or
(c) becomes available on a non-confidential basis from a third party who, to the knowledge of the recipient after enquiry, is not bound to keep such information confidential.

11.2 Costs and Expenses

Except as otherwise specified in this Agreement, all costs and expenses (including the fees and disbursements of accountants, legal counsel and other professional advisers) incurred in connection with this Agreement and the completion of the transactions contemplated by this Agreement are to be paid by the Party incurring those costs and expenses. If this Agreement is

terminated, the obligation of each Party to pay its own costs and expenses is subject to each Party’s respective rights arising from a breach or termination.

11.3 Time of Essence

Time is of the essence in all respects of this Agreement.

11.4 Notices

Any Notice must be in writing and either:

(a) personally delivered;
(b) sent by prepaid, registered mail; or
(c) sent by e-mail or functionally equivalent electronic means of communication, charges (if any) prepaid.

Any Notice must be sent to the intended recipient at its address as follows:

to Freeform and Subco at:

Suite 1000, 1285 West Pender St. Vancouver B.C. V6E 4B1

Attention: Kevin Smith, Chief Executive Officer Email: [email protected]

to Bayshore at:

Suite 1080, 789 West Pender Street Vancouver B.C. V6C 1H2

Attention: Ronald Woo – Chief Executive Officer Email: [email protected]

or at any other address as any Party may from time to time advise the other by Notice given in accordance with this section 11.4. Any Notice delivered to the Party to whom it is addressed will be deemed to have been given and received on the day it is so delivered at that Party’s address, provided that if that day is not a Business Day then the Notice will be deemed to have been given and received on the next Business Day. Any Notice transmitted by facsimile or other form of electronic communication will be deemed to have been given and received on the day on which it was transmitted (but if the Notice is transmitted on a day which is not a Business Day or after 4:00 p.m. (local time of the recipient), the Notice will be deemed to have been received on the next Business Day). Any Notice given by registered mail will be deemed to have been

received on the fifth Business Day after which it is so mailed. If a strike or lockout of postal employees is then in effect, or generally known to be impending, every Notice must be effected by personal delivery, or by facsimile, e-mail or functionally equivalent electronic means.

11.5 Further Assurances

Each Party will execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the other Party to give effect to this Agreement and, without limiting the generality of the foregoing, will do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and documents and provide any assurances, undertakings and information as may be required from time to time by all Governmental Entities or stock exchanges having jurisdiction or as may be required from time to time under applicable securities legislation.

11.6 No Broker

Each Party represents and warrants to the other Parties that all negotiations relating to this Agreement and the transactions contemplated by this Agreement have been carried on between them directly, without the intervention of any other Person on behalf of any Party in such manner as to give rise to any valid claim against any Party for a brokerage commission, finder’s fee or other similar payment, except as otherwise payable in accordance with this Agreement.

11.7 Public Notice

All public notices to third parties and all other announcements, press releases and publicity concerning this Agreement or the transactions contemplated by this Agreement must be jointly planned and co-ordinated by the Parties, and no Party to this Agreement will act unilaterally in this regard without the prior consent of the other Parties unless, and only to the extent that, disclosure is required to meet the timely disclosure obligations of any Party under securities laws or stock exchange rules in circumstances where prior consultation with the other Parties is not practicable, or the disclosure is to the Party’s board of directors, senior management and its legal, accounting, financial or other professional advisers.

11.8 Independent Legal Advice

Each of the Parties hereby acknowledges that it has carefully read and considered and fully understands the provisions of this Agreement and, having done so, agrees that the provisions set forth in this Agreement are fair and reasonable. Each party further acknowledges that it has had an opportunity to obtain independent advice in respect of the contents of this Agreement and it has either obtained such independent advice or waives all further rights in this respect.

11.9 Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by the Party to be bound. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other

provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

11.10 Assignment and Enurement

Neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party without the prior consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

11.11 Severability

Each provision of this Agreement is distinct and severable. If any provision of this Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of that provision in any other jurisdiction.

11.12 Counterparts

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which when so executed and delivered will be an original, and those counterparts will together constitute one and the same instrument.

11.13 Electronic Signatures

Delivery of this Agreement by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery.

[signature page follows]

IN WITNESS WHEREOF this Agreement has been executed as of the date first written above.

FREEFORM CAPITAL PARTNERS INC.

Per: (signed) “ Kevin Smith” Name: Kevin Smith Title: Chief Executive Officer

1262975 B.C. LTD.

Per: (signed) “ Kevin Smith” Name: Kevin Smith Title: Director

BAYSHORE MINERALS INCORPORATED

Per: (signed) “ Ronald Woo” Name: Ronald Woo Title: Chief Executive Officer

Schedule A

Amalgamation Agreement

A-1

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT made as of the 31[st] day of August, 2020,

AMONG:

FREEFORM CAPITAL PARTNERS INC.

(“ Freeform ”)

AND:

BAYSHORE MINERALS INCORPORATED

(“ Bayshore ”)

AND:

1262975 B.C. LTD.

(“ Subco ”)

WHEREAS Bayshore and Subco wish to amalgamate pursuant to Section 269 of the BCBCA upon the terms and conditions hereinafter described and, for such purpose, Freeform has agreed to issue Freeform Common Shares as hereinafter provided.

NOW THEREFORE for good and valuable consideration the parties agree as follows:

Definitions
1.1 In this Agreement:
(a) “ Agreement ” means this Amalgamation Agreement;
(b) “ Amalco ” means the continuing corporation constituted upon the Amalgamation becoming effective;
(c) “ Amalco Common Shares ” has the meaning set forth in section 7.6;
(d) “ Amalgamating Corporations ” means Bayshore and Subco;
(e) “ Amalgamation ” means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;
(f) “ Bayshore Common Shares ” means the common shares in the capital of Bayshore as the same are constituted on the date hereof;

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(g) “ Bayshore Options ” means the options to purchase Bayshore Common Shares which are issued and outstanding immediately prior to the Effective Date;
(h) “ BCBCA ” means the Business Corporations Act (British Columbia);
(i) “ Certificate of Amalgamation ” means the certificate of amalgamation issued by the Registrar pursuant to Section 281 of the BCBCA following the filing of the Amalgamation Application;
(j) “ Definitive Agreement ” means the agreement entered into between Bayshore, Freeform and Subco dated as of August 31, 2020;
(k) “ Depositary” has the meaning given in the Definitive Agreement;
(l) " Dissenting Shareholder " means a registered holder of Bayshore Common Shares who, in connection with the special resolution of the shareholders of Bayshore approving the Amalgamation, has exercised the right to dissent pursuant to Section 238 of the BCBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of the holder’s Bayshore Common Shares and who has not withdrawn the notice of the exercise of such right as permitted by Section 245 of the BCBCA;
(m) “ Effective Date ” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;
(n) “ Freeform Common Shares ” means the common shares in the capital of Freeform as the same are constituted on the Effective Date immediately prior to and upon completion of the Amalgamation;
(o) " Letter of Transmittal " means a letter of transmittal to be sent to Bayshore Shareholders for use in connection with the Amalgamation and in order to receive the Freeform Common Shares to which they are entitled upon the Amalgamation;
(p) “ Registrar ” means the Registrar of Companies appointed under the BCBCA;
(q) “ Replacement Options ” means options to purchase Freeform Common Shares to be issued by Freeform in exchange for the Bayshore Options on the terms set out in this Agreement; and
(r) “ Subco Common Shares ” means the common shares in the capital of Subco.

Capitalized terms used, but not otherwise defined herein shall have the meanings ascribed to them in the Definitive Agreement.

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2. Exhibits

The following exhibits attached hereto are incorporated into and form an integral part of this Agreement:

Exhibit A – Amalgamation Application and Notice of Articles Exhibit B – Articles of Amalco

3. Amalgamation

Subject to section 7 hereof, the Amalgamating Corporations hereby agree to amalgamate pursuant to the provisions of the BCBCA and to continue as one corporation on the terms and conditions herein set forth.

4. Filing of Amalgamation Application

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the BCBCA and, in accordance with the terms and conditions of the Definitive Agreement and this Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Definitive Agreement and this Agreement, Bayshore shall file the Amalgamation Application with the Registrar as provided under the BCBCA.

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in section 7 of the Definitive Agreement and set forth in section 18 of this Agreement. The signing and delivery of the Amalgamation Application by Bayshore and Subco shall be conclusive evidence that such conditions have been satisfied to the satisfaction of Bayshore and Freeform, or waived by the party entitled to make such waiver, and that Bayshore and Subco may amalgamate in accordance with the provisions of this Agreement.

6. Effect of Amalgamation

6.1 On the Effective Date:

(a) the Amalgamating Corporations are amalgamated and continue as Amalco under the terms and conditions prescribed in this Agreement and the shareholders of each of the Amalgamating Companies shall be bound by the terms and conditions of this Agreement;
(b)
Amalco shall be a wholly-owned subsidiary of Freeform;
(c) each issued and outstanding Bayshore Common Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(d) all liabilities and amounts receivable owed by each Amalgamating Corporation to each other, and any related security, will be cancelled;

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(e) subject to section 6.1(c), Amalco will possess all the property, rights, assets, privileges and franchises and will be subject to all of the contracts, liabilities, debts and obligations of each of the Amalgamating Corporations;
(f) subject to section 6.1(c), all rights of creditors against the properties, rights, assets, privileges and franchises of each Amalgamating Corporation and all liens upon their respective properties, rights, assets, privileges and franchises, will be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of each Amalgamating Corporation will, from and after the Effective Date, attach to Amalco and may be enforced against it; and
(g) no action or proceeding by or against any of the Amalgamating Corporations will abate or be affected by the Amalgamation, and any conviction against, or ruling under, a judgment in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco.

Amalgamated Corporation

7.1 The name of Amalco will be “Gold Mountain Resources Corp.”.
7.2 The Notice of Articles of Amalco shall be in the form included in the attached Exhibit A.
7.3
The Articles attached hereto as Exhibit B shall be the articles of Amalco.
7.4 There will be no restrictions on the business that Amalco may carry on or on the powers it may exercise.
7.5 The head office of Amalco on the Effective Date will be located at Suite 1080, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2.
7.6 The authorized share capital of Amalco will be an unlimited number of common shares (each, an “ Amalco Common Share ”).
7.7 The board of directors of Amalco will, until otherwise changed in accordance with the BCBCA, consist of not less than one and not more than 10 directors.
7.8 The name and prescribed address of the first director of Amalco is as follows:

Name	Address
Kevin Smith	1000 – 1285 West Pender Street
	Vancouver BC
	V6E 4B1

The first director shall hold office until he ceases to hold office as specified in the BCBCA or in the Articles of Amalco.

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7.9 The name and office of the first officer of Amalco is as follows:

Name and Office Kevin Smith - President	Address
	1000 – 1285 West Pender Street Vancouver BC V6E 4B1

The officer shall hold office at the pleasure of the board of directors of Amalco.

7.10 Upon the Effective Date, Amalco shall do all necessary acts and things to designate or change the fiscal year end of Amalco so that it is January 31st in each year.
7.11 The auditor of Amalco will be Adam Sung Kim Ltd. The first auditor will hold office until the first annual general meeting of the shareholders of Amalco after the Effective Date or until the auditor’s successor is duly appointed.

Exchange of Shares

8.1 On the Effective Date, the following shall occur and shall be deemed to occur without any authorization, act or formality:
(a) each issued and outstanding Subco Common Share held by Freeform will be exchanged for one Amalco Common Share; and
(b) each issued and outstanding Bayshore Common Share (other than Bayshore Common Shares held by Dissenting Shareholders who have exercised dissent rights in accordance with the BCBCA and who are ultimately entitled to be paid fair value for their Bayshore Common Shares) will be exchanged for one Freeform Common Share.
8.2 In accordance with normal commercial practice, Freeform shall issue or cause to be issued certificates or direct registration system (DRS) statements representing the appropriate number of Freeform Common Shares to the former Bayshore Shareholders by: (i) depositing such Freeform Common Shares with the Depositary to satisfy the consideration issuable to such Bayshore Shareholders; and (ii) as soon as reasonably practicable after the Effective Date but subject to the release schedule set out in section 9.2(a) of the Definitive Agreement, causing the Depositary to forward to, or hold for pick-up by, each former Bayshore Shareholder who submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate representing the Bayshore Common Shares held by such Bayshore Shareholder or such other evidence of ownership of such Bayshore Common Shares as is satisfactory to the Depositary, acting reasonably, the certificates or DRS statements representing the Freeform Common Shares to which such Bayshore Shareholder is entitled, in accordance with the Letter of Transmittal. Share certificates formerly representing Bayshore Common Shares which are held by the former Bayshore Shareholders shall cease to represent any claim upon or interest in Bayshore other than the right, subject to section 8.3, of the registered holder to receive the number of Freeform Common Shares to which the Bayshore Shareholder is entitled pursuant to the terms hereof.

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8.3 Upon the Effective Date, any certificates formerly representing Bayshore Common Shares that are not deposited with Freeform or the Depositary, together with a duly completed Letter of Transmittal (in the form approved by Freeform) and any other documents Freeform or the Depositary reasonably requires, on or before the sixth anniversary of the Effective Date, will cease to represent a right or claim of any kind or nature and the right of the holder of such Bayshore Common Shares to receive Freeform Common Shares will be deemed to be surrendered to Freeform together with all interest, dividends or distributions thereon held for such holders of Bayshore Common Shares.
8.4 As of and from the Effective Date, Freeform, which is entitled to receive Amalco Common Shares in exchange for its Subco Common Shares pursuant to section 8.1(a), may at any time surrender the certificate representing the Subco Common Shares held by Freeform to Amalco and, in return, will be entitled to receive a certificate representing Amalco Common Shares. Until such surrender and exchange, any share certificate(s) representing Subco Common Shares held by Freeform shall be evidence of Freeform’s right to be registered as a shareholder of Amalco.
8.5 All the unissued shares of each of the Amalgamating Companies will be cancelled upon the Amalgamation becoming effective.

Issuance of Replacement Options Upon Amalgamation

9.1 Each Bayshore Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Option to purchase from Freeform the same number of Freeform Common Shares as the number of Bayshore Common Shares subject to such Bayshore Option immediately prior to the Effective Date. Each such Replacement Option shall provide for an exercise price per Freeform Common Share equal to the exercise price per Bayshore Common Share otherwise purchasable pursuant to such Bayshore Option.
9.2 All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Bayshore Option for which it was exchanged (in all cases subject to customary adjustments for share reorganizations, reclassifications, consolidations, or subdivisions), and any certificate or option agreement previously evidencing the Bayshore Option shall thereafter evidence and be deemed to evidence such Replacement Option.
9.3 Each Bayshore Optionholder shall cease to be the holder of Bayshore Options, or have any rights as a holder of such Bayshore Options (other than to receive Replacement Options in accordance with the terms hereof);
9.4 The name of each Bayshore Optionholder shall be removed from the applicable register of Bayshore Options maintained by or on behalf of the Company.
9.5 All Bayshore Options exchanged pursuant to this section 9 shall be cancelled.
9.6 Notwithstanding the foregoing provision of this section 9, the terms of each Replacement Option shall be subject to such adjustments as may be required by the TSX Venture Exchange having jurisdiction over Freeform.

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10. Modification or Termination of Amalgamation

10.1 The Amalgamating Corporations may, by resolution of their respective boards of directors, assent to any modification of this Agreement that the Registrar may require and this Agreement will be deemed to include such modification.
10.2 This Agreement may, prior to the issuance of a Certificate of Amalgamation, be terminated by either of the Amalgamating Corporations by resolution of its board of directors, notwithstanding the approval of the shareholders of the Amalgamating Corporations on the terms and conditions hereof.

11. Covenants of Bayshore

11.1
Bayshore covenants and agrees with Freeform and Subco that it will:
(a) use its commercially reasonable efforts to cause each of the conditions precedent set forth in section 18 to be complied with; and
(b) subject to the approval of Freeform as the sole shareholder of Subco being obtained for the completion of the Amalgamation, thereafter jointly with Freeform and Subco file with the Registrar the Amalgamation Application and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.
Covenants of Freeform
12.1 Freeform covenants and agrees with Bayshore and Subco that it will:
(a) sign a resolution as sole shareholder of Subco in favour of the approval of the Amalgamation, this Agreement, and the transactions contemplated hereby in accordance with the BCBCA;
(b) use its commercially reasonable efforts to cause each of the conditions precedent set forth in section 18 hereof to be complied with; and
(c) issue that number of Freeform Common Shares as required by section 8.1(b) hereof.

13. Covenants of Subco

Subco covenants and agrees with Bayshore and Freeform that it will not, from the date of execution hereof to the Effective Date, except with the prior written consent of Freeform and Bayshore, conduct any business which would prevent Bayshore or Freeform from performing any of their respective obligations hereunder.

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14. Further Covenants of Subco

14.1 Subco further covenants and agrees with Bayshore and Freeform that it will:
(a) use its commercially reasonable efforts to cause each of the conditions precedent set forth in section 18 hereof to be complied with; and
(b) jointly with Bayshore file the Amalgamation Application and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

15. Representation and Warranty of Freeform

Freeform represents and warrants to and in favour of Bayshore (and acknowledges that Bayshore is relying upon such representation and warranty) that Freeform is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Freeform in accordance with its terms.

16. Representation and Warranty of Bayshore

Bayshore represents and warrants to and in favour of Freeform and Subco (and acknowledges that Freeform and Subco are relying upon such representation and warranty) that Bayshore is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Bayshore in accordance with its terms.

17. Representation and Warranty of Subco

Subco represents and warrants to and in favour of Bayshore and Freeform (and acknowledges that Bayshore and Freeform are relying upon such representation and warranty) that Subco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Subco in accordance with its terms.

18. Conditions Precedent

18.1 The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date, of the following conditions, any of which may be waived (subject to applicable law) by the consent of each of the parties without prejudice to their rights to rely on any other or others of such conditions:
(a) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the sole shareholder of Subco;
(b) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the shareholders of Bayshore; and

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(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement including, without limitation, the Amalgamation.

19. Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

20. Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless the party to be bound executes it in writing. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does such waiver constitute a continuing waiver unless otherwise expressly provided.

21. Termination

This Agreement will be deemed to be terminated upon any termination of the Definitive Agreement or if the Definitive Agreement is amended such that an amalgamation between the Amalgamating Companies is no longer necessary. Nothing in this Agreement shall be construed in a manner that derogates from any right or obligation of each of Freeform and Bayshore contained in the Definitive Agreement.

22. Counterparts

This Agreement may be executed and delivered by the parties in one or more counterparts, each of which when so executed and delivered will be an original, and those counterparts will together constitute one and the same instrument.

23. Delivery

Delivery of this Agreement by facsimile transmission or functionally equivalent electronic means constitutes valid and effective delivery.

24. Further Assurances

Each party will execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the other party to give effect to this Agreement and, without limiting the generality of the foregoing, will do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and documents and provide all assurances, undertakings and information as may be required from time to time by all regulatory or

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governmental bodies or stock exchanges having jurisdiction over the affairs of a party or as may be required from time to time under applicable securities legislation.

25. Assignment

A party hereto may not assign the benefit of or its obligations under this Agreement without the prior written approval of the other parties hereto, which approval may be unreasonably withheld.

26. Enurement

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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IN WITNESS WHEREOF this Amalgamation Agreement has been executed by the parties hereto as of the date first written above.

FREEFORM CAPITAL PARTNERS INC.

Per: (signed) “ Kevin Smith” Name: Kevin Smith Title: Chief Executive Officer

1262975 B.C. LTD.

Per: (signed) “ Kevin Smith” Name: Kevin Smith Title: Director

BAYSHORE MINERALS INCORPORATED

Per: (signed) “ Ronald Woo” Name: Ronald Woo Title: Chief Executive Officer

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Exhibit A to Amalgamation Agreement Amalgamation Application

(See attached)

B-1

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Exhibit B to Amalgamation Agreement Articles of Amalco

(See attached)

B-2

Gold Mountain Resources Corp.

(the “Company”)

The Company has as its articles the following articles.

	Full name and signature of director		Date of signing
	Kevin Smith, Director
	......................................................................... Incorporation Number: BC_______

ARTICLES

1.	Interpretation .......................................................................................................... 2
2.	Shares and Share Certificates ............................................................................... 2
3.	Issue of Shares ....................................................................................................... 4
4.	Share Registers ...................................................................................................... 5
5.	Share Transfers ...................................................................................................... 5
6.	Transmission of Shares ......................................................................................... 6
7.	Purchase of Shares ................................................................................................ 7
8.	Borrowing Powers .................................................................................................. 7
9.	Alterations .............................................................................................................. 8
10.	Meetings of Shareholders ...................................................................................... 9
11.	Proceedings at Meetings of Shareholders ......................................................... 11
12.	Votes of Shareholders ......................................................................................... 15
13.	Directors ............................................................................................................... 18
14.	Election and Removal of Directors ..................................................................... 20
15.	Alternate Directors ............................................................................................... 24
16.	Powers and Duties of Directors .......................................................................... 26
17.	Disclosure of Interest of Directors ...................................................................... 26
18.	Proceedings of Directors ..................................................................................... 27
19.	Executive and Other Committees........................................................................ 30
20.	Officers ................................................................................................................. 31
21.	Indemnification ..................................................................................................... 32
22.	Dividends .............................................................................................................. 33
23.	Documents, Records and Reports ...................................................................... 35
24.	Notices .................................................................................................................. 35
25.	Seal........................................................................................................................ 36
26.	Prohibitions .......................................................................................................... 37
27.	Change Of Registered And Records Office ........................................................ 38

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
(2) “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(3) “legal personal representative” means the personal or other legal representative of a shareholder;
(4) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; and
(5) “seal” means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate acknowledgement and delivery of a share certificate or

acknowledgement for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act , determined by the directors.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles

provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

2.10 Certificates May Be Uncertificated

Notwithstanding any other provisions of this Part, the directors may, by resolution, provide that:

(a) The shares of any or all of the classes and series of the Company’s shares may be uncertificated shares; or
(b) Any specified shares may be uncertificated shares.

2.11 Direct Registration System

Share certificates may be held in “book-entry” form under the direct registration system and such shares may be transferred electronically.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may, at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:
(a) past services performed for the Company;
(b) property;
(c) money; and
5 -
(2) the directors in their discretion have determined that the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act , the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act , the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1) a duly signed instrument of transfer in respect of the share has been received by the Company;
(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
(3) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

For the purpose of this Article, delivery or surrender to the agent that maintains the Company’s central securities register or a branch securities register, if applicable, will constitute receipt by or surrender to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series and the Business Corporations Act , the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or
(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;
(2) must not pay a dividend in respect of the share; and
(3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

8.1 Power to Borrow and Issue Debt Obligations

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
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(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

8.2 Features of Debt Obligations

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act , the Company may:

(1) by directors’ resolution or by ordinary resolution, in each case determined by the directors:
(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value:
- A. decrease the par value of those shares; or
- B. if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or
(g) otherwise alter its shares or authorized share structure

9.2 Special Rights or Restrictions

Subject to the Business Corporations Act , the Company may:

(1) by directors’ resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have
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been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none of those shares have been issued

(2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above, if any of the shares of the class or series of shares have been issued.

9.3 Change of Name

The Company may by directors’ resolution, authorize an alteration of its Notice of Articles in order to change its name.

9.4 Other Alterations

The Company, except as otherwise provided by these Articles and subject to the Business Corporations Act , may:

(1) by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and
(2) if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Place of Meetings of Shareholders

Meetings of shareholders may be held at a location outside of British Columbia to be determined and approved by a directors’ resolution.

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10.5 Meetings by Telephone or Other Electronic Means

A meeting of the Company’s shareholders may be held entirely or in part by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if approved by directors’ resolution prior to the meeting and subject to the Business Corporations Act . Any person participating in a meeting by such means is deemed to be present at the meeting.

10.6 Notice for Meetings of Shareholders

Subject to Article 10.2, the Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

10.7 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

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10.10 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1) state the general nature of the special business; and
(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document:
(a) will be available for inspection by shareholders at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice during statutory business hours on any one or more specified days before the day set for the holding of the meeting; and
(b) may be available by request from the Company or may be accessible electronically or on a website, as determined by the directors.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(2) at an annual general meeting, all business is special business except for the following:
(a) business relating to the conduct of or voting at the meeting;
(b) consideration of any financial statements of the Company presented to the meeting;
(c) consideration of any reports of the directors or auditor;
(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) the setting of the remuneration of an auditor;
(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
(i) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.
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11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) The quorum is one person who is, or who represents by proxy, that shareholder; and
(2) That shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the corporate secretary (if any), the assistant corporate secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

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11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or
(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any, the corporate secretary, if any, or any director of the Company.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board, chief executive officer, president, or vice-president or director present within 15 minutes after the time set for holding the meeting, or if the chair of the board, the chief executive officer, president and all vice-presidents and all directors are unwilling to act as chair of the meeting, or if the chair of the board, the chief executive officer, the president, and all vice-presidents and directors have advised the corporate secretary, if any, or the solicitor for the Company, that they will not be present at the meeting, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:
(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(b) in the manner, at the time and at the place that the chair of the meeting directs;
(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(3) the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

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11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

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12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must:
(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;
(2) if a representative is appointed under this Article 12.5:
(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint up to two proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 Proxy Holder Need Not Be Shareholder

A person who is not a shareholder may be appointed as a proxy holder.

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12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(2) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company]

(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name] , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): ___

Signed [month, day, year]

[Signature of Shareholder]

[Name of Shareholder – printed]

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12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(2) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act . The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) Subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors.
(2) if the Company is a public company, the greater of three and the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4;
(3) if the Company is not a public company, the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4.
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13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

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14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act ;
(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director;
(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act .

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) the date on which his or her successor is elected or appointed; and
(4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not reelected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or

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continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(1) the term of office of the director expires;
(2) the director dies;
(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

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14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12 Advance Notice of Nominations of Directors

(1) Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

(a) by or at the direction of the board of directors, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a “proposal” made in accordance with Division 7 of Part 5 of the Business Corporations Act , or a requisition of the shareholders made in accordance with section 167 of the Business Corporations Act ; or
(c) by any shareholder of the Company (a “ Nominating Shareholder ”): (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Article 14.2 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 14.2.
(2) In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Corporate Secretary of the Company at the head office of the Company.
(3) To be timely, a Nominating Shareholder’s notice must be received by the Corporate Secretary of the Company:
(a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “ Notice Date ”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be received not later than the close of business on the 10th day following the Notice Date; and
(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the
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day on which the first public announcement of the date of the special meeting of shareholders was made.

The time periods for the giving of a Nominating Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

(4) To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Company must set forth:
(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation, business or employment of the person within the preceding five years, as well as the name and principal business of any company in which such employment is carried on; (C) the citizenship of such person; (D) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (E) confirmation that the person meets the qualifications of directors set out in the Business Corporations Act ; and (F) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and
(b) as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below).

The Nominating Shareholder's notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

(5) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.2; provided, however, that nothing in this Article 14.2 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if
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any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

For purposes of this Policy:

(a) “ Applicable Securities Laws ” means the applicable securities legislation of each province and territory of Canada in which the Company is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and
(b) “ public announcement ” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.
(7) Notwithstanding any other provision of this Article 14.2, notice given to the Corporate Secretary of the Company pursuant to this Article 14.2 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Corporate Secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Corporate Secretary at the address of the head office of the Company, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
(8) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 14.2.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

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15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
(4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
(2) the alternate director dies;
(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(4) the alternate director ceases to be qualified to act as a director; or
(5) his or her appointor revokes the appointment of the alternate director.
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15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17. DISCLOSURE OF INTEREST OF DIRECTORS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the

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contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

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18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;
(2) if there is no chair of the board or in the absence of the chair of the board, the chief executive officer, if any, if the chief executive officer is a director;
(3) if there is no chief executive officer or in the absence of the chief executive officer, the president, if any, if the president is a director; or
(4) any other director chosen by the directors (as such manner as they may determine) if:
(a) neither the chair of the board, if any, the chief executive officer, if any and if a director, the president if any and if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(b) neither the chair of the board, if any, the chief executive officer, if any and if a director, the president, if any and if a director, is willing to chair the meeting; or
(c) the chair of the board, if any, the chief executive officer, if any and if a director, the president, if any and if a director, have advised the corporate secretary, if any, and any other director, or the solicitor for the Company, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the corporate secretary or an assistant corporate secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

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18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in as many counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the

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requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(1) the power to fill vacancies in the board of directors;
(2) the power to remove a director;
(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(4) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(2) delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:
(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) the power to appoint or remove officers appointed by the directors; and
(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and
(2) report every act or thing done in exercise of those powers at such times as the directors may require.
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19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(2) terminate the appointment of, or change the membership of, the committee; and
(3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;
(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(3) a majority of the members of the committee constitutes a quorum of the committee; and
(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;
(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company.

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Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(1) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(2) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
(a) is or may be joined as a party; or
(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
(3) “expenses” has the meaning set out in the Business Corporations Act

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act , the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

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21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;
(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

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22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;
(2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or

35 -

any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:
(a) for a record mailed to a shareholder, the shareholder’s registered address;
(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
(c) in any other case, the mailing address of the intended recipient;
(2) delivery at the applicable address for that person as follows, addressed to the person:
(a) for a record delivered to a shareholder, the shareholder’s registered address;
(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
(c) in any other case, the delivery address of the intended recipient;
(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
(5) physical delivery to the intended recipient.
36 -

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:
(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;
(2) any officer, together with any director;
(3) if the Company only has one director, that director; or
(4) any one or more directors or officers or persons as may be determined by the directors.
37 -

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the corporate secretary, treasurer, secretary-treasurer, an assistant corporate secretary, an assistant treasurer or an assistant corporate secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

(1) “designated security” means:
(a) a voting security of the Company;
(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(c) a security of the Company convertible, directly or indirectly into a security described in paragraph (a) or (b);
(2) “security” has the meaning assigned in the Securities Act (British Columbia);
(3)
“voting security” mean a security of the Company that:
(a) is not a debt security;
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.
38 -

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a preexisting reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred, or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

27. CHANGE OF REGISTERED AND RECORDS OFFICE

The Company may appoint or change its registered and records offices, or either of them, and the agent responsible therefore, at any time by directors’ resolution. After the appointment of the first registered and records office agent, such agent may terminate its appointment pursuant to the Business Corporations Act .

Schedule B

List of Freeform Options

IPO Agent’s Options

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

Stock Options

Name of Optionee	Position	Number of Options	Date of Grant	Expiry Date	Exercise Price
Kevin Smith	CEO	90,910	Jan. 25, 2019	Jan. 25, 2024	$0.10
Jeremy Wright	CFO	22,727	Jan. 25, 2019	Jan. 25, 2024	$0.10
Bryce Clark	Director	22,727	Jan. 25, 2019	Jan. 25, 2024	$0.10
Howard Jones	Director	56,818	Jan. 25, 2019	Jan. 25, 2024	$0.10
Alex Suelzle	Director	56,818	Jan. 25, 2019	Jan. 25, 2024	$0.10
Total		250,000

C-1

Schedule C

List of Bayshore Warrants, Options and Optionholders

Special Warrants

272,000 Bayshore Warrants will automatically convert into 272,000 Bayshore Common Shares immediately prior to the Effective Time of the Amalgamation.

Stock Options

Name of Optionee	Number of Options	Date of Grant	Expiry Date	Exercise Price
Michael Sweatman	160,000	January31,2020	January31,2025	$0.25
Gerald Carlson	160,000	January 31, 2020	January 31, 2025	$0.25
Ronald Woo	240,000	January 31, 2020	January 31, 2025	$0.25
Grant Carlson	240,000	January 31, 2020	January 31, 2025	$0.25
Braydon Hobbs	160,000	January 31, 2020	January 31, 2025	$0.25
Tookie Angus	40,000	January 31, 2020	January 31, 2025	$0.25
Dan Kunz	40,000	January 31, 2020	January 31, 2025	$0.25
Keith Minty	40,000	January 31, 2020	January 31, 2025	$0.25
K2 Solutions Inc.	1,200,000	January 31, 2020	January 31, 2025	$0.25
Bayer Law Corporation	400,000	January 31, 2020	January 31, 2025	$0.25
Blake Stele	314,140	July 31, 2020	July 31, 2025	$0.25
Shayne Taker	104,713	July 31, 2020	July 31, 2025	$0.25
Total	3,098,854

D-1

Schedule D

Elk Gold Project

					Area
Tenure Number	Claim Name	Tenure Type	Issue Date	Expiry	(ha)
308695		Lease	1992/sep/14	2021/sep/14	150.0
516717		Claim	2005/jul/11	2021/apr/30	520.568
516725		Claim	2005/jul/11	2021/apr/30	624.976
516727		Claim	2005/jul/11	2021/apr/30	521.047
516731		Claim	2005/jul/11	2021/apr/30	521.261
516732		Claim	2005/jul/11	2021/apr/30	1,481.067
516733		Claim	2005/jul/11	2021/apr/30	938.034
516739		Claim	2005/jul/11	2021/apr/30	624.689
516740		Claim	2005/jul/11	2021/apr/30	1,458.278
516743		Claim	2005/jul/11	2021/apr/30	166.607
516750		Claim	2005/jul/11	2021/apr/30	1,271.493
516755		Claim	2005/jul/11	2021/apr/30	1,188.843
516757		Claim	2005/jul/11	2021/apr/30	1,021.841
516759		Claim	2005/jul/11	2021/apr/30	1,125.588
516761		Claim	2005/jul/11	2021/apr/30	625.034
516781	ELK05A	Claim	2005/jul/11	2021/apr/30	20.849
517045		Claim	2005/jul/12	2021/apr/30	20.858
517116	ELK05B	Claim	2005/jul/12	2021/apr/30	41.65
519105		Claim	2005/aug/16	2021/apr/30	104.301
524944	ELK06A	Claim	2006/jan/09	2021/apr/30	500.072
524945	ELK06B	Claim	2006/jan/09	2021/apr/30	499.901
524946	ELK06C	Claim	2006/jan/09	2021/apr/30	499.729
524947	ELK06D	Claim	2006/jan/09	2021/apr/30	499.558
524948	ELK06E	Claim	2006/jan/09	2021/apr/30	499.556
524949	ELK06F	Claim	2006/jan/09	2021/apr/30	499.727
524950	ELK06G	Claim	2006/jan/09	2021/apr/30	270.751
524952	ELK06H	Claim	2006/jan/09	2021/apr/30	520.326
524954	ELK06I	Claim	2006/jan/09	2021/apr/30	499.429

E-1

AI assistant

Gold Mountain Mining Corp. — Merger & Acquisition 2020

47810_rns_2020-09-01_57b83cc4-f330-4b97-9f75-45388bbfedde.pdf

DEFINITIVE AGREEMENT

among

FREEFORM CAPITAL PARTNERS INC.

and

BAYSHORE MINERALS INCORPORATED

TABLE OF CONTENTS

DEFINITIVE AGREEMENT

(" Subco ")

WHEREAS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Certain Rules of Interpretation

1.3 Governing Law

1.4 Entire Agreement

1.5 Knowledge

1.6 Schedules

2. THE AMALGAMATION

2.1 Amalgamation

2.2 Effect of Amalgamation

3. REPRESENTATIONS AND WARRANTIES OF FREEFORM

3.1 Corporate Existence

3.2 Capacity to Enter Agreement

3.3 Binding Obligation

3.4 Absence of Conflict

3.5 Constating Documents

3.6 Capacity and Power

3.7 No Business Operations

3.8 Authorized and Issued Capital

3.9 Pre-Emptive Rights

3.10 Due Registration and Compliance

3.11 Prior Issuances of Securities, No Foreign Registration, No Cease Trade Orders

3.12 Non-Arm’s Length Loans, Loans to Insiders, etc.

3.13 Books and Records

3.14 Financial Statements

3.15 Tax Matters

3.16 Absence of Changes

3.17 Absence of Undisclosed Liabilities

3.18 Absence of Unusual Transactions

3.19 Management Contracts

3.20 Litigation

3.21 No Expropriation

3.22 Public Filings

3.23 Finder’s Fees

3.24 Full and Complete Disclosure

3.25 Replacement Options

3.26 Subco Share Capital

4. REPRESENTATIONS AND WARRANTIES OF SUBCO

4.1 Corporate Existence

4.2 Capacity to Enter Agreement

4.3 Binding Obligation

4.4 Absence of Conflict

4.5 No Business Operations

4.6 Authorized and Issued Capital

5. REPRESENTATIONS AND WARRANTIES OF BAYSHORE

5.1 Corporate Existence

5.2 Capacity to Enter Agreement

5.3 Binding Obligation

5.4 Absence of Conflict

5.5 No Limitation On Business Operations

5.6 Regulatory Approvals

5.7 Compliance with Laws

5.8 Consents

5.9 Constating Documents

5.10 Capacity and Power

5.11 Jurisdictions

5.12 Authorized and Issued Capital

5.13 Pre-Emptive Rights

5.14 Prior Issuances of Securities, No Registration, No Cease Trade Orders

5.15 No Voting Trust, etc.

5.16 Non-Arm’s Length Loans, Loans to Insiders, etc.

5.17 Books and Records

5.18 Financial Statements

5.19 Tax Matters

5.20 Licenses and Permits

5.21 Absence of Changes

5.22 Absence of Undisclosed Liabilities

5.23

Gold Mountain Mining Corp. Merger & Acquisition 2020