Execution version

FIRST NORDIC METALS CORP.

and

MAWSON FINLAND LIMITED

ARRANGEMENT AGREEMENT

September 14, 2025

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ARTICLE 1

INTERPRETATION

Section 1.1 Definitions 1
Section 1.2 Currency 18
Section 1.3 Interpretation Not Affected by Headings 18
Section 1.4 Knowledge 18
Section 1.5 Extended Meanings, Etc. 18
Section 1.6 Date of any Action 18
Section 1.7 Accounting Matters 18
Section 1.8 Statutes 18
Section 1.9 Consent 19
Section 1.10 Schedules 19

ARTICLE 2

THE ARRANGEMENT

Section 2.1 The Arrangement 19
Section 2.2 Interim Order 19
Section 2.3 The Company Meeting 20
Section 2.4 Company Circular 22
Section 2.5 Final Order 23
Section 2.6 Court Proceedings 24
Section 2.7 Company LTIP Awards 25
Section 2.8 Articles of Arrangement and Effective Date 25
Section 2.9 Payment of Consideration 26
Section 2.10 U.S. Securities Law Matters 26
Section 2.11 Withholding Taxes 27
Section 2.12 Adjustment to Consideration and Exchange Ratio 27
Section 2.13 Tax Rollover 28

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company 28
Section 3.2 Representations and Warranties of the Purchaser 47
Section 3.3 Survival of Representations and Warranties 65

ARTICLE 4

COVENANTS

Section 4.1 Covenants of the Company Regarding the Conduct of Business 65
Section 4.2 Covenants of the Purchaser Regarding the Conduct of Business 71
Section 4.3 Access to Information 75
Section 4.4 Pre-Acquisition Reorganization 76
Section 4.5 Covenants of the Company Regarding the Arrangement 77
Section 4.6 Covenants of the Purchaser Regarding the Performance of Obligations 78
Section 4.7 Mutual Covenants 79
Section 4.8 Arrangement Subscription Receipt Financing 79
Section 4.9 Directors, Officers and Employees 80
Section 4.10 Indemnification and Insurance 80
Section 4.11 Public Communications 81
Section 4.12 Name Change 81

(i)

Section 4.13 Purchaser Consolidation 82
Section 4.14 Company Optionholder Consents 82

ARTICLE 5

ADDITIONAL AGREEMENTS

Section 5.1 Non-Solicitation 82
Section 5.2 Notification of Acquisition Proposals 84
Section 5.3 Responding to an Acquisition Proposal 84
Section 5.4 Right to Accept a Superior Proposal 85
Section 5.5 Breach by Subsidiaries and Representatives 87
Section 5.6 Termination Fees 87
Section 5.7 Expenses and Expense Reimbursement 89

ARTICLE 6

TERM AND TERMINATION

Section 6.1 Term 91
Section 6.2 Termination 91
Section 6.3 Effect of Termination/Survival 93
Section 6.4 Notice and Cure Provisions 93

ARTICLE 7

CONDITIONS PRECEDENT

Section 7.1 Mutual Conditions Precedent 94
Section 7.2 Additional Conditions Precedent to the Obligations of the Company 95
Section 7.3 Additional Conditions Precedent to the Obligations of the Purchaser 96

ARTICLE 8

GENERAL

Section 8.1 Notices 97
Section 8.2 Assignment 98
Section 8.3 Benefit of Agreement 98
Section 8.4 Time of Essence 98
Section 8.5 Governing Law; Attornment; Service of Process 99
Section 8.6 Entire Agreement 99
Section 8.7 Amendment 99
Section 8.8 Waiver and Modifications 99
Section 8.9 Third Party Beneficiaries 100
Section 8.10 Severability 100
Section 8.11 Mutual Interest 100
Section 8.12 Further Assurances 101
Section 8.13 Injunctive Relief 101
Section 8.14 No Personal Liability 101
Section 8.15 Counterparts 101

ADDENDA

Schedule "A" FORM OF PLAN OF ARRANGEMENT
Schedule "B" ARRANGEMENT RESOLUTION

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of September 14, 2025.

BETWEEN

First Nordic Metals Corp., a corporation incorporated under the laws of the Province of British Columbia (the "Purchaser")

and -

Mawson Finland Limited, a corporation incorporated under the laws of the Province of Ontario (the "Company")

WHEREAS the Parties are proposing an arrangement involving, among other things, the acquisition by the Purchaser of all of the outstanding Common Shares of the Company pursuant to the Arrangement, as provided in this Agreement;

AND WHEREAS the Parties intend to carry out the transactions contemplated hereby by way of an arrangement under the provisions of the OBCA and in furtherance thereof, the Purchaser Board has agreed to submit the Arrangement Resolution to the Shareholders and the Court for approval;

AND WHEREAS the Company Board, following the recommendation of the Company Special Committee, has determined that the Arrangement is fair to the Shareholders from a financial point of view and that the Arrangement is in the best interests of the Company and has resolved, subject to the terms of this Agreement, to recommend that the Shareholders vote in favour of the Arrangement Resolution;

AND WHEREAS the Purchaser Board has determined that the Arrangement is fair to the Purchaser Shareholders from a financial point of view and that the Arrangement in the best interests of the Purchaser and has approved the transactions contemplated by this Agreement;

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In this Agreement, unless otherwise defined or expressly stated herein or something in the subject matter or the context is inconsistent therewith:

"Acceptable Confidentiality Agreement" means a confidentiality agreement between a Party and a third party other than the other Party: (i) that is entered into in accordance with Section 5.3 hereof; (ii) that contains confidentiality restrictions that are no less favourable to the applicable Party entering into the confidentiality agreement with the third party than those set out in the Confidentiality Agreement; (iii) that contains customary standstill provisions that prohibit the third party from acquiring any securities of such Party or any of its Subsidiaries and only permits the third party to, either alone or jointly with others, make an Acquisition Proposal to the applicable board of directors of such Party that is not publicly announced; and (iv) that shall not prohibit such Party from disclosing to the other Party

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any details concerning the Acquisition Proposal or any Superior Proposal made between such Party and such third party;

"Accessing Party" has the meaning ascribed thereto in Section 4.3;

"Acquisition Proposal" means with respect to a Party, any (a) offer, proposal or inquiry (written or oral) from any person or group of persons after the date of this Agreement relating to: (i) any direct or indirect acquisition, take-over bid, exchange offer, treasury issuance of securities, sale of securities or other transaction by any person or group of persons of voting, equity or other securities of a Party or any of its Subsidiaries (or securities convertible into or exchangeable or exercisable for voting, equity or other securities) that, if consummated, would result in such person or group of persons owning 20% or more of the voting, equity or other securities of such Party or any of its Subsidiaries (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for voting, equity or other securities); (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination in respect of the that Party or any of its Subsidiaries; (iii) any direct or indirect acquisition (or any lease, license, royalty, joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions, by any person or group of persons of any assets of that Party or any of its Subsidiaries that individually or in the aggregate constitute 20% or more of the consolidated book value of the assets of such Party and its Subsidiaries or 20% or more of the consolidated revenue of such Party and its Subsidiaries, in each case based on the financial statements of the such Party most recently filed prior to such time as part of the applicable Public Disclosure Record; or (iv) any other similar transaction or series of transactions involving that Party or any of its Subsidiaries, (b) public announcement of or of an intention to do any of the foregoing, or (c) modification or proposed modification of any such proposal, inquiry or offer, in each case whether by plan of arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination, sale of assets, sale of securities, treasury issuance of securities, joint venture, take-over bid, tender offer, share exchange, exchange offer or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving the that Party or any of its Subsidiaries, and in each case excluding the Arrangement and the other transactions contemplated by this Agreement.

"affiliate" and "associate" have the meanings respectively ascribed thereto under the Securities Act;

"Agreement" means this arrangement agreement (including the Schedules attached hereto), together with the Company Disclosure Letter and the Purchaser Disclosure Letter, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof;

"Alternative Transaction" has the meaning ascribed thereto in Section 4.5(2);

"Arrangement" means an arrangement under the provisions of Section 182 of the OBCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

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"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting substantially in the form set out in Schedule "B" hereto;

"Arrangement Subscription Receipt Financing" means a non-brokered private placement of subscription receipts of the Purchaser for gross proceeds of up to $30 million at a price of $0.38 per subscription receipt with each such subscription receipt convertible into one Purchaser Share and on other terms and conditions that are mutually acceptable to the Parties, each acting reasonably;

"Articles of Arrangement" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Barsele Joint Venture Agreement" means the joint venture agreement among Orex Minerals Inc., Agnico Eagle Sweden AB, Agnico Eagle Mines Limited and Gunnarn Mining AB dated June 11, 2015, as assigned to the Purchaser pursuant to the Orex Assignment Agreement;

"Barsele JV" means the Joint Venture established pursuant to the Barsele Joint Venture Agreement;

"Business Day" means a day other than a Saturday, a Sunday or any day on which major banks are closed for business in Toronto, Ontario;

"Collective Agreements" means collective agreements, collective bargaining agreements, (including expired collective agreements which have not been renewed) and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Company or any of its Subsidiaries is bound or which impose any obligations upon the Company and its Subsidiaries or set out the understanding of the parties or an interpretation with respect to the meaning of any provisions of such collective agreements, in each case, which with respect to the employment of Company Employees;

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

"Company Board" means the board of directors of the Company;

"Company Board Recommendation" has the meaning ascribed thereto in Section 2.4(2);

"Company Circular" means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto, and information incorporated by reference therein) to be sent to the Shareholders and other persons as required by the Interim Order and applicable Law in connection with the Company Meeting, including any amendments or supplements thereto in accordance with the terms of this Agreement;

"Company Consultants" means the independent contractors, agents and consultants who provide services to the Company or any of its Subsidiaries;

"Company Diligence Information" means the material contained in the virtual data room established by the Company on Dropbox as of 5:00 p.m. (Toronto time) on September 14, 2025, the index of documents of which is appended to the Company Disclosure Letter;

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"Company Disclosure Letter" means the disclosure letter dated the date hereof regarding this Agreement that has been executed by the Company and delivered to the Purchaser with this Agreement;

"Company DSU Settlement Agreement" means the agreement to be entered into by the Company and the holder of all of the Company DSUs prior to the Effective Time providing for the conditional surrender and redemption of the Company DSUs by such holder in connection with the Arrangement, in a form to be agreed to by the Parties, acting reasonably;

"Company DSUs" means the outstanding deferred share units of the Company issued under the Company LTIP, as listed in the Company Disclosure Letter;

"Company Employees" means the officers and employees of the Company and its Subsidiaries, whether actively working or not actively working at the Effective Time;

"Company Financial Statements" means the audited consolidated financial statements of the Company for the year ended May 31, 2025 and the period from August 9, 2023 (date of incorporation) to May 31, 2024, including the notes thereto;

"Company LTIP" means the long term incentive plan of the Company as attached as schedule "A" to the final prospectus of the Company dated July 19, 2024;

"Company Material Adverse Effect" means any fact, state of facts, change, effect, event, circumstance, occurrence, liability or development that individually or in the aggregate with other such facts, state of facts, changes, effects, events, circumstances, occurrences or developments:

(a) is or could reasonably be expected to be material and adverse to the business, operations, results of operations, capitalization, assets, properties, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), prospects, or condition (financial or otherwise) of the Company and it Subsidiaries, on a consolidated basis, except any such fact, states of fact, change, effect, event, circumstance, occurrence or development resulting from:

(i) any change, development or condition in or relating to general international or Canadian political, economic or financial or capital market conditions;

(ii) any change in Law or IFRS;

(iii) any change affecting the global mining industry as a whole;

(iv) any change, development or condition resulting from any outbreak, escalation or worsening of hostilities or declare or undeclared war or act of sabotage or terrorism or any hurricane, flood, tornado, earthquake or other natural or man-made disaster or acts of God, any epidemic, pandemic, disease outbreak, other health crisis or public health event including any worsening or re-occurrence thereof;

(v) any change in the price of gold;

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(vi) the announcement of this Agreement or the transactions contemplated hereby;

provided, however, that each of clauses (i) through (iv) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Company and its Subsidiaries, on a consolidated basis, or disproportionately adversely affect the Company and its Subsidiaries in comparison to other comparable persons who operate in the industry in which the Company and its Subsidiaries operate and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Company Material Adverse Effect has occurred; or

(b) materially impairs or delays, or could reasonably be expected to materially impair or delay, the performance by the Company of its obligations under this Agreement or impairs or delays, or could reasonably be expected to impair or delay, the Company's ability to consummate the Arrangement by the Outside Date;

"Company MD&A" means the management discussion and analysis filed in conjunction with the Company Financial Statements and included in the Company Public Disclosure Record;

"Company Meeting" means the special meeting of the Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

"Company Nominees" has the meaning ascribed thereto in Section 4.9(2).

"Company Optionholders" means the holders of Company Options, as listed in the Company Disclosure Letter;

"Company Options" means the outstanding options of the Company to purchase Common Shares issued under the Company LTIP, as listed in the Company Disclosure Letter;

"Company Properties" means mineral properties and projects of the Company and its Subsidiaries listed in the Company Disclosure Letter;

"Company Public Disclosure Record" means all documents filed by or on behalf of the Company on SEDAR+ prior to the date hereof and that are publicly available on the date thereof;

"Company Senior Management" means Neil MacRae, Noora Ahola and Nick DeMare;

"Company Shareholder Approval" has the meaning ascribed thereto in Section 2.2(b);

"Company Special Committee" means the special committee of the Company Board established by the Company Board in connection with the transactions contemplated by this Agreement;

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"Company Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a person who is an arm's length third party of the Company (other than the Purchaser), made after the date of this Agreement, to acquire not less than all of the outstanding Common Shares not already owned by such person or all or substantially all of the assets of the Company on a consolidated basis that in the good faith determination of the Company Board, after receipt of advice from its outside financial advisors and legal counsel:

(a) complies with Securities Laws and did not result from or involve a breach of this Agreement by the Company or any of its Subsidiaries or any other agreement between the person making the Acquisition Proposal and the Company or any of its Subsidiaries;

(b) that such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal (including the risk of non-completion) and the person making such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is (i) in the best interests of the Company and its stakeholders; and (ii) is more favourable to the Shareholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by the Purchaser pursuant to Section 5.4);

(d) is made by a person or group of persons who has demonstrated to the satisfaction of the Company Board that it has (i) adequate cash on hand and/or (ii) fully committed financing from a bank or other recognized and reputable financial institution, fund or organization that makes debt or equity investments or financing as part of its usual activities, and that is not subject to any condition or contingency other than closing conditions substantially similar to those contained in Article 7, required to complete such Acquisition Proposal at the time and on the basis set out therein;

(e) is not subject to any due diligence and/or access condition;

(f) is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; and

(g) in the event that the Company does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the person(s) making such Company Superior Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable;

"Company Termination Fee Event" has the meaning ascribed thereto in Section 5.6(2);

"Confidentiality Agreement" means confidentiality agreement dated June 3, 2025 between the Purchaser and the Company;

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"Consideration" means the consideration to be received by Shareholders for their Common Shares pursuant to the Plan of Arrangement, consisting of that number of Consideration Shares equal to the issued and outstanding Common Shares immediately prior to the Effective Time multiplied by the Exchange Ratio, subject to adjustment in accordance with Section 2.12;

"Consideration Shares" means the Purchaser Shares (on a post-Purchaser Consolidation basis) to be issued in exchange for Common Shares pursuant to the Arrangement;

"Contract" means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party or any of its Subsidiaries is a party or by which the Party or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;

"Court" means the Ontario Superior Court of Justice (Commercial List);

"D&O Indemnified Parties" has the meaning ascribed thereto in Section 4.10;

"Depository" means any depositary or trust company, bank or financial institution as the Purchaser may appoint, with the approval of the Company, acting reasonably, to act as depositary with respect to the Arrangement;

"Director" means the director appointed under Section 278 of the OBCA;

"Dissent Rights" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Effective Date" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Effective Time" has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

"Employee Plans" means all benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, phantom stock, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former employees, officers or directors of a Party or any of its Subsidiaries, sponsored or funded by such Party or any of its Subsidiaries, under which such Party or any of its Subsidiaries has any liability, contingent or otherwise, other than benefit plans established pursuant to statute;

"EMX" means EMX Royalty Corporation.

"EMX Acquisition" means the proposed acquisition of the Nordic business unit and related assets of EMX for total consideration of 3.25 million SEK (~US$335,000) payable over two years in equal parts cash and Purchaser Shares pursuant to the agreement between the Purchaser and EMX dated May 30, 2025.

"Environment" means the natural environment (including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the

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atmosphere), organic and inorganic matter and living organisms, including public health) and all sewer systems;

"Environmental Approvals" means all Permits, issued or required to be issued pursuant to any Environmental Law;

"Environmental Laws" means Laws and Contracts with Governmental Authorities aimed at or relating to reclamation or restoration of properties; abatement of pollution; protection of the Environment; protection of wildlife, including endangered species; processing, distribution, use, handling, transport, management, treatment, storage, disposal or control of, or exposure to, Hazardous Substances; Releases or threatened Releases of Hazardous Substances and all Environmental Approvals;

"Exchange Ratio" means 1.7884 Consideration Shares for each Common Share (assuming the completion of the Purchaser Consolidation), subject to adjustment pursuant to Section 2.12.

"Fairness Opinion" means the opinion of Evans & Evans, Inc. delivered to the Company Special Committee to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Shareholders, under the Arrangement is fair, from a financial point of view, to the Shareholders;

"Final Order" means the final order of the Court approving the Arrangement under Section 182(5)(f) of the OBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

"Governmental Authority" means any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or private body (including the TSXV, the Nasdaq First North or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

"Hazardous Substances" means any substance, material or waste that is regulated, prohibited, listed, defined, designated or classified as hazardous, dangerous, radioactive, corrosive, explosive, infectious, a waste, a contaminant, carcinogenic, or toxic or a pollutant or a contaminant under or pursuant to, or that could result in liability under, any applicable Environmental Laws, including petroleum products or by-products, asbestos and asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials, radon, and perfluoroalkyl;

"IFRS" means International Financial Reporting Standards as incorporated in the CPA Canada Handbook -- Accounting, at the relevant time applied on a consistent basis;

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"III Repute" means with respect to either of the Company Nominees, Purchaser Nominees or the Independent Nominee, that such Company Nominee, Purchaser Nominee or the Independent Nominee has (i) breached his or her fiduciary duty, or has been grossly negligent in discharging his or her duties as a director; (ii) has been convicted, pled guilty to, or in the reasonable judgment of the Purchaser Board with respect to the Company Nominees and Independent Nominees or in the reasonable judgment of the Company Board with respect to the Purchaser Nominees, is likely to be convicted of any offense or crime that in the Purchaser Board's or Company Board's, as applicable, reasonable judgment, involves dishonesty or fraud; or (iii) has committed an act or made a public statement of a nature such that having such Company Nominee, Purchaser Nominee or the Independent Nominee serve on the Purchaser Board would have a serious adverse effect on the Purchaser;

"Independent Nominee" has the meaning ascribed thereto in Section 4.9(2)(d).

"Interim Order" means the interim order of the Court to be issued following the application therefor submitted to the Court as contemplated by Section 2.2, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

"Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, contractual or other legal form, in which a Party or any of its Subsidiaries directly or indirectly holds voting shares, equity interests or other rights of participation but which is not a Subsidiary of such Party, and any Subsidiary of any such entity;

"Laws" means all laws, statutes, treaties, conventions, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or policies, guidelines, protocols or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity, and the term "applicable" with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

"Letter of Intent" means the letter of intent dated August 5, 2025, between the Company and the Purchaser, as amended;

"Liens" means any mortgage, hypothec, prior claim, lease, sublease, easement, encroachment, servitude, lien, pledge, assignment for security, security interest, option, right of first offer or first refusal or other charge or encumbrance of any kind;

"Litigation" has the meaning ascribed thereto in Section 4.1(m);

"Matching Period" has the meaning ascribed thereto in Section 5.4(1)(e);

"Material Contract" means any Contract of a Party or any of its Subsidiaries (if applicable): (i) that if terminated or modified or if it ceased to be in effect, would have a Company Material Adverse Effect or Purchaser Material Adverse Effect, as applicable; (ii) relating

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directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of $50,000, excluding guarantees or intercompany liabilities or obligations between such Party and its Subsidiaries; (iii) under which indebtedness of such Party or any of its Subsidiaries for borrowed money in excess of $50,000 is outstanding or may be incurred or pursuant to which any property or asset of such Party or any of its Subsidiaries is mortgaged, pledged or otherwise subject to a Lien securing indebtedness; (iv) under which such Party or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $50,000 over the remaining term; (v) other than the Support Agreements, any shareholders or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of such Party or any of its Subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of such Party or any of its Subsidiaries that such Party has access to; (vi) relating to any future offering or issuance of securities of such Party; (vii) providing for employment, severance or change in control payments; (viii) that is a Collective Agreement; (ix) providing for the establishment, organization or formation of any joint venture, limited liability company, partnership, royalty or stream interest; (x) that creates an exclusive dealing arrangement or right of first offer or refusal; (xi) with a Governmental Authority; (xiii) that limits or restricts (A) the ability of such Party or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of persons to whom such Party or any of its subsidiaries may sell products or deliver services; (xiv) such Party has filed with the Securities Authorities as a material contract in accordance with applicable Securities Laws; (xiii) any Contract providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of any of the Company Properties or the Purchaser Properties, as applicable; (xiv) that is made out of the ordinary course of business; (xv) (A) which is a mining concession, lease or claim in respect of the Company Properties or Purchaser Properties, as applicable, or an earn-in, back-in, right of first offer or refusal in respect of the Company Properties or the Purchaser Properties, as applicable, or (B) that is material to such Party and related to the operation of, or the exploitation, extraction, development or production of minerals from the Company Properties or the Purchaser Properties, as applicable; (xvi) relating to any future offering or issuance of securities of such Party; or (xvii) that is otherwise material to such Party or any of its Subsidiaries; and, for greater certainty, includes the Material Contracts listed in the Company Disclosure Letter or the Purchaser Disclosure Letter, as applicable;

"material fact" has the meaning attributed to such term under the Securities Act;

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions;

"Misrepresentation" has the meaning attributed to such term under the Securities Act;

"Money Laundering Laws" has the meaning ascribed thereto in Section 3.1(n)(iii);

"Name Change" means the change of the Purchaser's name in connection with the Arrangement from "First Nordic Metals Corp." to such name that the Parties may mutually determine at least ten (10) Business Days prior to the Effective Date.

"Nasdaq First North" means the Nasdaq First North Growth Market;

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

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"OBCA" means the Business Corporations Act (Ontario);

"OHSA" shall have the meaning ascribed thereto in Section 3.1(x);

"ordinary course of business", or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances of such case in the context of the provisions of this Agreement;

"Orex Assignment Agreement" means the Deed, Assignment, Assumption and Release dated September 25, 2015 between, among others, Orex Minerals Inc. and the Purchaser pursuant to which, among other things, Orex Minerals Inc. irrevocably and unconditionally assigned, transferred, conveyed and set over its rights, benefits, interests, duties and obligations under the Barsele Joint Venture Agreement to the Purchaser;

"Outside Date" means January 30, 2026, or such later date as may be agreed to in writing by the Parties;

"Parties" means the parties to this Agreement and "Party" means any one of them;

"Permit" means any lease, license, permit, certificate, consent, decree, order, direction, grant, approval, classification, registration, waiver, exemption, agreement or other authorization of or from any Governmental Authority;

"Permitted Liens" means, as of any particular time and in respect of such Party or any of its Subsidiaries, each of the following Liens: (a) Liens for Taxes which are not yet due or delinquent or that are being contested in good faith and that have been adequately reserved in the financial statements of such Party published on SEDAR+; (b) undetermined or inchoate or statutory Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the ordinary course of business and which relate to obligations not yet due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law; (c) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Authority and which are not, individually or in the aggregate, material and adverse in amount or effect the business of such Party or its subsidiaries, if applicable, current or contemplated use, occupancy, utility or value of the applicable real property; (d) the right reserved to or vested in any Governmental Authority by any statutory provisions or by the terms of any lease, license, franchise, grant, authorization or Permit of such Party or any of its Subsidiaries, to terminate any such lease, license, franchise, grant, authorization or Permit, or to require annual or other payments as a condition of their continuance; (e) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely impact such Party's and its Subsidiaries', if applicable, current or contemplated use, occupancy, utility or value of the applicable real property; (f) ownership rights received by lessors under any leases or licenses entered into with such Party or any of its Subsidiaries; and (g) Liens disclosed in Section 1.1 of the Company Disclosure Letter or Purchaser Disclosure Letter, as applicable;

"person" includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited

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partnership, limited liability company, unlimited liability company, Joint Venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

"Plan of Arrangement" means the plan of arrangement substantially in the form and content set out in Schedule "A" hereto, as amended, modified or supplemented from time to time in accordance with Article 6 of the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

"Pre-Acquisition Reorganization" has the meaning ascribed thereto in Section 4.4(1);

"Proceedings" has the meaning ascribed thereto in Section 3.1(p);

"Providing Party" has the meaning ascribed thereto in Section 4.3;

"Public Disclosure Record" means the Purchaser Public Disclosure Record and the Company Public Disclosure Record;

"Purchaser Annual Financial Statements" means the audited financial statements of the Purchaser for the financial years ended December 31, 2024 and 2023 including the notes thereto;

"Purchaser Board" means the board of directors of the Purchaser;

"Purchaser Consolidation" means the consolidation of the Purchaser Shares on the basis of four (4) pre-consolidation Purchaser Shares for each one (1) post-consolidation Purchaser Share.

"Purchaser Consultants" means the independent contractors, agents and consultants who provide services to the Purchaser;

"Purchaser Diligence Information" means the material contained in the virtual data room established by the Purchaser on Dropbox as of 5:00 p.m. (Toronto time) on September 14, 2025, the index of documents of which is appended to the Purchaser Disclosure Letter;

"Purchaser Disclosure Letter" means the disclosure letter dated the date hereof regarding this Agreement that has been executed by the Purchaser and delivered to the Company with this Agreement;

"Purchaser Employees" means the officers and employees of the Purchaser, whether actively working or not actively working at the Effective Time;

"Purchaser Fairness Opinion" means the opinion of Hannam & Partners delivered to the Purchaser Board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Arrangement is fair, from a financial point of view, to the Purchaser Shareholders;

"Purchaser Financial Statements" means, together, the Purchaser Annual Financial Statements and the Purchaser Interim Financial Statements;

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"Purchaser Interim Financial Statements" means the unaudited financial statements of the Purchaser as at, and for the three and six month periods ended June 30, 2025 and June 30, 2024, including the notes thereto;

"Purchaser Material Adverse Effect" means any fact, state of facts, change, effect, event, circumstance, occurrence, liability or development that individually or in the aggregate with other such facts, state of facts, changes, effects, events, circumstances, occurrences or developments:

(a) is or could reasonably be expected to be material and adverse to the business, operations, results of operations, capitalization, assets, properties, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), prospects, or condition (financial or otherwise) of the Purchaser and its Subsidiaries, on a consolidated basis, except any such fact, state of facts, change, effect, event, circumstance, occurrence or development resulting from:

(i) any change, development or condition in or relating to general international or Canadian political, economic or financial or capital market conditions;

(ii) any change in Law or IFRS;

(iii) any change affecting the global mining industry as a whole;

(v) any change in the price of gold;

(vi) the announcement of this Agreement or the transactions contemplated hereby;

provided, however, that each of clauses (i) through (iv) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Purchaser and its Subsidiaries, on a consolidated basis, or disproportionately adversely affect, the Purchaser and its Subsidiaries in comparison to other comparable persons who operate in the industry in which the Company and its Subsidiaries operate and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Purchaser Material Adverse Effect has occurred; or

(b) materially impairs or delays, or could reasonably be expected to materially impair or delay, the performance by the Purchaser of its obligations under this Agreement or impairs or delays, or could reasonably be expected to impair or delay, the Purchaser's ability to consummate the Arrangement by the Outside Date;

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"Purchaser MD&A" means the management discussion and analysis filed in conjunction with the Purchaser Financial Statements and included in the Purchaser Public Disclosure Record;

"Purchaser Nominees" has the meaning ascribed thereto in Section 4.9(2).

"Purchaser Option Plan" means the stock option plan of the Purchaser, as most recently approved by its shareholders on June 25, 2025;

"Purchaser Options" means the options to purchase Purchaser Shares pursuant to the Purchaser Option Plan, as listed in the Purchaser Disclosure Letter;

"Purchaser Properties" means mineral properties and projects listed in the Purchaser Disclosure Letter or disclosed in the Purchaser Public Disclosure Record;

"Purchaser Public Disclosure Record" means all documents filed by or on behalf of the Purchaser on SEDAR+ since January 1, 2024 and prior to the date hereof that are publicly available on the date thereof;

"Purchaser Replacement Options" means options to purchase Purchaser Shares granted by the Purchaser in exchange for the Company Options pursuant to the Plan of Arrangement;

"Purchaser SDRs" means Swedish depositary receipts, a financial instrument issued by a Swedish bank representing shares in a non-Swedish company, of the Purchaser;

"Purchaser Senior Management" means Taj Singh, Adam Cegielski and Rakesh Malhotra;

"Purchaser Shareholder" means a holder of one or more Purchaser Shares;

"Purchaser Shares" means common shares in the capital of the Purchaser as they exist as of the date hereof and, as they exist after giving effect to the Purchaser Consolidation;

"Purchaser Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a person who is an arm's length third party of the Purchaser (other than the Company), made after the date of this Agreement, to acquire not less than all of the outstanding Purchaser Shares not already owned by such person, all or substantially all of the assets of the Purchaser on a consolidated basis or all substantially all of the Purchaser's interest in the Barsele JV that in the good faith determination of the Purchaser Board, after receipt of advice from its outside financial advisors and legal counsel:

(a) complies with Securities Laws and did not result from or involve a breach of this Agreement by the Purchaser or any of its Subsidiaries or any other agreement between the person making the Acquisition Proposal and the Purchaser or any of its Subsidiaries;

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and (ii) is more favourable to the Purchaser Shareholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by the Company pursuant to Section 5.4);

(d) is made by a person or group of persons who has demonstrated to the satisfaction of the Purchaser Board that it has (i) adequate cash on hand and/or (ii) fully committed financing from a bank or other recognized and reputable financial institution, fund or organization that makes debt or equity investments or financing as part of its usual activities, and that is not subject to any condition or contingency other than closing conditions substantially similar to those contained in Article 7, required to complete such Acquisition Proposal at the time and on the basis set out therein;

(e) is not subject to any due diligence and/or access condition;

(g) in the event that the Purchaser does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the person(s) making such Purchaser Superior Proposal shall advance or otherwise provide the Purchaser the cash required for the Purchaser to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable;

"Purchaser Termination Fee Event" has the meaning ascribed thereto in Section 5.6(4);

"Purchaser Warrants" means the outstanding common share purchase warrants to purchase Purchaser Shares, as listed in the Purchaser Disclosure Letter;

"Regulatory Approvals" means sanctions, rulings, any consent, waiver, Permit, exemption, review, order, decision, non-objection or approval of, or any registration, licence and filing with, any Governmental Authority, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Authority, in each case required in relation to the transactions contemplated by this Agreement;

"Release" means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment or any other action, event, occurrence or circumstance that constitutes a "release" pursuant to any applicable Environmental Law;

"Remedial Action" shall mean any investigation, feasibility study, impact study, risk analysis, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, remedial

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response, compensation measure or remedial work, in each case in relation to environmental matters;

"Representatives" means, in respect of a Party, any officer, director, employee, consultant, representative (including financial, legal or other advisor) or agent of the Party or any of its Subsidiaries;

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

"Securities Act" means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder;

"Securities Authority" means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada;

"Securities Laws" means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval + available at www.sedarplus.ca;

"Shareholder" means a holder of one or more Common Shares;

"Subsidiary" means, with respect to a specified entity, any:

(a) corporation of which issued and outstanding voting securities of such corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are owned by such specified entity and the votes attached to those voting securities are sufficient, if exercised, to elect a majority of the directors of such corporation;

(b) partnership, unlimited liability company, Joint Venture or other similar entity in which such specified entity has more than 50% of the equity interests and the power to direct the policies, management and affairs thereof; and

"Superior Proposal" means a Company Superior Proposal and a Purchaser Superior Proposal;

"Superior Proposal Notice" has the meaning ascribed thereto in Section 5.4(1)(c);

"Support Agreements" means the agreements to vote in favour of the Arrangement from certain Shareholders and each of the Company's directors and officers;

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"Supporting Shareholders" means the persons who are party to the Support Agreements, other than the Purchaser;

"Tax" or "Taxes" means (a) any and all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Authority, including all income taxes, including any tax on or based on net income, gross income, income as specifically defined, earnings, gross receipts, capital gains, profits, business royalty or selected items of income, earnings or profits, and specifically including any federal, provincial, state, territorial, county, municipal, local or foreign taxes, state profit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes, sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valorem taxes, excise taxes, alternative or add-on minimum taxes, franchise taxes, gross receipts taxes, licence taxes, occupation taxes, real and personal property taxes, stamp taxes, anti-dumping taxes, countervailing taxes, occupation taxes, environment taxes, carbon taxes, transfer taxes, and employment or unemployment insurance premiums, social insurance premiums and worker's compensation premiums and pension (including Canada Pension Plan) payments, and other taxes, fees, imposts, assessments or charges of any kind whatsoever; (b) any interest, penalties, additional taxes, fines and other charges and additions that may become payable on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other person or as a result of being a transferee or successor in interest to any party;

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended;

"Termination Fee" means $4,500,000;

"TSXV" means the TSX Venture Exchange;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and

"wilful breach" means a material breach of this Agreement, including a representation, warranty or covenant in this Agreement, that is a consequence of an act undertaken or an omission by the breaching Party with the actual knowledge that the taking of such act or such omission would, or would be reasonably expected to, cause a breach of this Agreement or that such breaching party had actual knowledge that such breach existed at the time any representation or warranty was made.

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Section 1.2 Currency

Except where otherwise specified, all references to currency herein are to lawful money of Canada and "$" refers to Canadian dollars.

Section 1.3 Interpretation Not Affected by Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement, including the Schedules hereto, and not to any particular Article, Section or other portion thereof. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section or Schedule by number or letter or both are to that Article, Section or Schedule in or to this Agreement.

Section 1.4 Knowledge

Any reference in this Agreement to the "knowledge" of the Company, means to the knowledge and information of the Company Senior Management after making due and diligent inquiry regarding the relevant matter. Any reference in this Agreement to the "knowledge" of the Purchaser, means to the knowledge and information of the Purchaser Senior Management after making due and diligent inquiry regarding the relevant matter.

Section 1.5 Extended Meanings, Etc.

Unless the context otherwise requires, words importing the singular number only include the plural and vice versa; words importing any gender include all genders. The terms "including" or "includes" and similar terms of inclusion, unless expressly modified by the words "only" or "solely", mean "including without limiting the generality of the foregoing" and "includes without limiting the generality of the foregoing". Any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified, supplemented or consolidated, including, in the case of Contracts or instruments, by waiver or consent and, in the case of Laws, by succession of comparable successor Laws, and all attachments thereto and instruments incorporated therein and, in the case of statutory Laws, all rules and regulations made thereunder.

Section 1.6 Date of any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

Section 1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS consistently applied.

Section 1.8 Statutes

Any reference to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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Section 1.9 Consent

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, unless otherwise expressly provided in this Agreement, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

Section 1.10 Schedules

The following are the Schedules to this Agreement:

Schedule "A" - Form of Plan of Arrangement

Schedule "B" - Arrangement Resolution

ARTICLE 2

THE ARRANGEMENT

Section 2.1 The Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be held by the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 182 of the OBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

(b) that the required level of approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be: (i) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required under Securities Laws, a simple majority of votes attached to Common Shares held by Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting excluding for this purpose the votes attached to Common Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(c) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement;

(d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

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(e) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court;
(f) confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(g) that the record date for the Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law;
(h) that each Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time;
(i) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the Company's by-laws and articles, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(j) that the Company Meeting may be held as a hybrid meeting, and that Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; and
(k) for such other matters as the Purchaser or the Company (with the prior consent of the other, such consent not be unreasonably conditioned, withheld or delayed) may reasonably require.

Section 2.3 The Company Meeting

The Company shall:

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's constating documents and applicable Law as soon as reasonably possible, but in any event on or before December 9, 2025, for the purpose of considering the Arrangement Resolution, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser except as required or permitted under Section 2.3(m) or Section 5.4(5), or as required for quorum purposes (in which case, the Company Meeting, shall be adjourned and not cancelled) or as required by applicable Law or by a Governmental Authority;
(b) subject to the terms of this Agreement and unless the Company Board has made a change of the Company Board Recommendation in accordance with Section 5.4, use its commercially reasonable best efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including at the Company's discretion or if so requested by the Purchaser, acting reasonably (in which case, at the expense of the Purchaser), using dealer and proxy solicitation services firms and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;

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(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;

(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a soliciting dealer, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;

(e) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser's Representatives and legal counsel to attend the Company Meeting;

(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution, including the manner in which the applicable securities have been voted;

(g) promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any person in opposition to the Arrangement, written notice of dissent and/or purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such person and to participate in any discussions, negotiations or proceedings involving such person. The Company shall not make any payment, settlement or compromise, or agree to make any payment, settle or compromise, any such claims or Dissent Rights without the prior written consent of the Purchaser;

(h) not change the record date for the Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or with the Purchaser's prior written consent, not to be unreasonably withheld, conditioned or delayed;

(i) not waive the deadline for the submission of proxies by Shareholders for the Company Meeting except with the Purchaser's prior written consent, not to be unreasonably withheld, conditioned or delayed;

(j) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Common Shares (including holders of Company DSUs and Company Options), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request;

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(k) not waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights;

(l) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights prior to the Effective Time without the Purchaser's prior written consent, not to be unreasonably withheld, conditioned or delayed; and

(m) if the Company Meeting is to be held during a Matching Period, at the request of the Purchaser, adjourn or postpone the Company Meeting to a date specified by the Purchaser that is not later than 10 Business Days after the date on which the Company Meeting was originally scheduled and in any event to a date that is not later than five Business Days prior to the Outside Date.

Section 2.4 Company Circular

(1) The Company shall, as promptly as reasonably practicable following execution of this Agreement, prepare and complete, in consultation with the Purchaser and its legal counsel, the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the Securities Authorities or any other Governmental Authority and sent to each Shareholder and other person as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a), provided that the Purchaser shall have complied with Section 2.4(4).

(2) The Company shall ensure that the Company Circular complies in all material respects with applicable Law, does not contain any Misrepresentation (other than, in each case, with respect to any written information provided by the Purchaser and its Representatives for inclusion in the Company Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Special Committee has received the Fairness Opinion, and has, after receiving legal and financial advice, unanimously recommended (with the exception of any directors on the Company Board that have abstained from voting on the approval of the Arrangement Agreement due to a conflict of interest) that the Company Board approve the Arrangement Agreement and that the Shareholders vote in favour of the Arrangement Resolution, (iii) a statement that the Company Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice and the recommendation of the Company Special Committee, determined that the Arrangement Resolution is in the best interests of the Company and unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the "Company Board Recommendation") and (iv) a statement that each Supporting Shareholder has entered into a Support Agreement pursuant to which each Supporting Shareholder has agreed to vote all of such individual's Common Shares in favour of the Arrangement Resolution.

(3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser and its Subsidiaries included in the Company Circular and any information describing the terms

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of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably.

(4) The Purchaser shall provide, in a timely manner, to the Company all necessary information concerning the Purchaser that is required by Law to be included by the Company in the Company Circular or other related documents to the Company in writing, and shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

(5) Each Party shall promptly notify the other Party if, at any time before the Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company and its Subsidiaries and in the case of the Purchaser, only in respect of information relating to the Purchaser and its Subsidiaries) that the Company Circular or other related documents contain a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate, in a manner consistent with this Section 2.4 in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as required.

(6) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Company Circular or the Arrangement, whether written or oral from any Securities Authority or the staff of a Securities Authority with respect to the Company Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Company Circular or the Arrangement or amendments or supplements to the Company Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its commercially reasonable efforts to respond promptly to any correspondence with respect to the Company Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Company Circular or the Arrangement, and the Company shall consult with and give reasonable consideration to recommendations provided by the Purchaser and its outside legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Company Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.

Section 2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or

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desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed at the Company Meeting.

Section 2.6 Court Proceedings

Subject to the terms of this Agreement, the Purchaser shall cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required to be supplied by the Purchaser in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;

(b) provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable and due consideration to all comments of the Purchaser and its legal counsel;

(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;

(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that nothing herein shall require the Purchaser to agree or consent to any increase in, or variation of the form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations, or diminishes or limits the Purchaser's rights, set forth in any such filed or served materials or under this Agreement;

(f) oppose any proposal from any person that the Final Order contain any provision inconsistent with this Agreement, and if, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser; and

(g) not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably.

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Section 2.7 Company LTIP Awards

The Company shall take such action as may be required in order to ensure that:

(a) all unvested Company DSUs shall be conditionally vested and their respective redemption dates conditionally accelerated pursuant to the terms of the Company LTIP such that all the Company DSUs will be surrendered and redeemed by the Company for Common Shares immediately prior to the Effective Time, so that the holder of all of the Company DSUs prior to the Effective Time participates in the Arrangement as a Shareholder, and the Parties shall take all such steps as may be necessary or desirable to give effect to the foregoing, including by entering into the Company DSU Settlement Agreement; and

(b) all unexercised Company Options held by Company Optionholders shall, as at the Effective Time pursuant to the Arrangement and in accordance with the Plan of Arrangement, be deemed to be exchanged for Purchaser Replacement Options. Following the Effective Date: (i) the Purchaser Replacement Options may not be exercised in the United States or by, or on behalf or for the account or benefit of, a U.S. Person, unless an exemption is available from the registration requirements of the U.S. Securities Act and all applicable state securities laws, and the holder furnishes to the Purchaser an opinion of counsel or other evidence of exemption satisfactory to Purchaser, acting reasonably, to such effect; and (ii) if the holder of Purchaser Replacement Options ceases to be an "Eligible Person" (as such term is defined in the Company LTIP), all Purchaser Replacement Options held by such holder shall automatically expire on the date that is 12 months following the date the holder ceased to be an Eligible Person under the Company LTIP.

Section 2.8 Articles of Arrangement and Effective Date

(1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule "A", as it may be amended from time to time. The Parties shall amend the Plan of Arrangement from time to time if agreed to in writing by the Parties, provided that no such amendment is inconsistent with the Interim Order or the Final Order, is prejudicial to the quantum or form of Consideration payable to the Shareholders or would reasonably be expected to delay, impair or impede the Arrangement.

(2) The Company shall file the Articles of Arrangement with the Director as soon as reasonably practicable and in any event within three (3) Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 7 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties.

(3) The closing of the Arrangement will occur electronically, or in such other manner or at such other location, as may be agreed upon between the Parties.

(4) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the OBCA.

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Section 2.9 Payment of Consideration

Following receipt by the Company of the Final Order, and in any event not later than the filing by the Company of the Articles of Arrangement with the Director, the Purchaser will deposit with the Depositary sufficient Purchaser Shares to satisfy the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement (other than payments to Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection).

Section 2.10 U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Consideration Shares and Purchaser Replacement Options to be issued and exchanged pursuant to the Arrangement will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act for the issuance of the Consideration Shares in exchange for the Common Shares and the issuance of the Purchaser Replacement Options in exchange for the Company Options prior to the hearing required to approve the Final Order;

(c) the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Shareholders and Company Optionholders, subject to the Arrangement;

(d) the Company will ensure that each person entitled to receive the Consideration Shares and Purchaser Replacement Options on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right;

(e) each person entitled to receive Consideration Shares and Purchaser Replacement Options will be advised that the Consideration Shares and Purchaser Replacement Options to be issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act, and that the Section 3(a)(10) exemption does not exempt the issuance of securities upon the exercise of Purchaser Replacement Options and that therefore, the Purchaser Shares issuable upon exercise of the Purchaser Replacement Options cannot be issued in the United States or to, or for the account or benefit of, a U.S. Person, in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, and such Purchaser Shares issuable upon exercise of the Purchaser Replacement Options may be issued and subsequently resold pursuant to one or more alternative exemptions from registration or an effective registration statement under the U.S. Securities Act and in compliance with applicable state securities laws;

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(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Shareholders;

(g) the Interim Order approving the Company Meeting will specify that each Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and

(h) the Final Order shall include a statement substantially to the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and exchange of securities of the Purchaser, pursuant to the Plan of Arrangement."

Section 2.11 Withholding Taxes

The Purchaser, the Company, the Depositary and their respective agents, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any person under the Plan of Arrangement (including any amount payable to Shareholders who have validly exercised Dissent Rights) such amounts as the Purchaser, the Company, the Depositary or their respective agents, as applicable, are required, or permitted reasonably believe to be required or permitted, to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority.

Section 2.12 Adjustment to Consideration and Exchange Ratio

If, on or after the date of this Agreement, other than pursuant to the Plan of Arrangement, the issued and outstanding Common Shares or Purchaser Shares shall have been changed into a different number of shares by reason of any rights offering, split, consolidation (excluding the Purchaser Consolidation) or stock dividend or similar adjustment then the Exchange Ratio, the Consideration Shares to be paid per Common Share and the Purchaser Replacement Options to be issued in exchange for the Company Options shall be appropriately adjusted to provide to Shareholders and Company Optionholders respectively, the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Exchange Ratio, the Consideration to be paid for each Common Share and the number of Purchaser Replacement Options to be issued in exchange for Company Options. For greater certainty, the issuance of any securities of the Purchaser in connection with the Arrangement Subscription Receipt Financing, the agreements disclosed in Section 4.2(c)(iv) of the Purchaser Disclosure Letter, and the EMX Acquisition and the issuance of any securities of the Company pursuant to the agreements disclosed in Section 2.12 of the Company Disclosure Letter shall not affect the Exchange Ratio, the Consideration per Common Share to be received under the Arrangement or the Purchaser Replacement Options to be issued in exchange for the Company Options.

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Section 2.13 Tax Rollover

The exchange of Common Shares for Consideration Shares pursuant to the Arrangement is intended to occur on a tax-deferred basis for Canadian income tax purposes pursuant to subsection 85.1(1) of the Tax Act for holders of Common Shares who hold such shares as capital property and to whom subsection 85.1(2) of the Tax Act does not apply.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

Except as specifically disclosed in the Company Disclosure Letter (which shall make reference to the applicable section in respect of which such qualification is being made), the Company represents and warrants to and in favour of the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement:

(a) Organization and Corporate Capacity. The Company and each of its Subsidiaries is a corporation or other entity duly incorporated, validly existing and is in good standing under the Laws of the jurisdiction of its incorporation or formation, and has all requisite corporate and legal power and capacity to own, lease and operate its assets and properties as now owned and to carry on its business as it is now being carried on. The Company and each of its Subsidiaries is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification, licensing or registration necessary. The Company Diligence Information includes complete and correct copies of the constating documents of the Company and each of its Subsidiaries, as each may have been amended prior to the date of this Agreement.

(b) Authority Relative to this Agreement. The Company has the requisite corporate power, authority and capacity to enter into this Agreement and (subject to obtaining the Interim Order, the Final Order and Company Shareholder Approval) to perform its obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the performance by the Company of its obligations under this Agreement have been duly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or, subject to obtaining Company Shareholder Approval, the Interim Order and the Final Order, the completion by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

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(c) Required Approvals. No Regulatory Approval, or other Permit, authorization, licence, certificate, registration, consent or approval of, or filing with, or notification to, any third party is required to be obtained or made by or with respect to the Company or any of its Subsidiaries for the execution and delivery of this Agreement or, the performance by the Company of its obligations hereunder, the completion by the Company of the Arrangement or the ability of the Purchaser to conduct operations at the Company Properties, other than:

(i) the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;

(ii) the Final Order, and any filings required in order to obtain the Final Order;

(iii) such filings and other approvals required under applicable Securities Laws and the rules and policies of the TSXV as are contemplated by this Agreement; and

(iv) third party consents, approvals and notices set out in Section 3.1(c)(iv) of the Company Disclosure Letter.

(d) No Violation. Subject to obtaining the authorizations, consents and approvals and making the filings referred to in Section 2.3(c) and except as set out in Section 3.1(d) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the completion of the Arrangement do not and will not (nor will they with the giving of notice or the lapse of time or both):

(i) result in a contravention, breach, violation or default under any Law applicable to the Company or any of its Subsidiaries or any of the Company or any of its Subsidiaries' properties (including the Company Properties) or assets;

(ii) result in a contravention, conflict, violation, breach or default under the Company's constating documents or the constating documents of any of its Subsidiaries;

(iii) result in a contravention, breach or default under or termination of, or acceleration or permit the acceleration of the performance required by, or other change in any right or obligation, or loss of any benefit under, or require any approval under, any Material Contract or material Permit to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries are bound or to which the Company or any of its Subsidiaries' properties (including the Company Properties) or any material assets is subject or give to any person any interest, benefit or right, including any right of purchase, termination, payment, modification, reimbursement, cancellation or acceleration, under any such Material Contracts or material Permits; or

(iv) result in the suspension or material alteration in the terms of any material Permit held by the Company or any of its Subsidiaries or in the creation of any Lien upon any of the Company or any of its Subsidiaries' properties (including the Company Properties) or material assets.

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(e) Capitalization.

(i) The authorized capital of the Company consists of an unlimited number of Common Shares. As at September 12, 2025, there were (i) 22,208,130 Common Shares issued and outstanding all of which have been duly authorized and validly issued and are fully paid and non-assessable, (ii) 1,190,000 Company Options issued under the Company LTIP and (iii) 35,000 Company DSUs issued under the Company LTIP. All outstanding Common Shares have been, and all Common Shares issuable upon the exercise, vesting or conversion of rights under Company Options and Company DSUs in accordance with their terms (including, in the case of Company Options, the receipt by the Company of the exercise price therefor), will be duly authorized in accordance with the respective terms thereof, validly issued, fully paid and non-assessable. No Common Shares have been issued, and no Company Options or Company DSUs have been granted, in violation of any Law or any pre-emptive or similar rights applicable to them.

(ii) There is no outstanding contractual obligation of the Company to repurchase, redeem or otherwise acquire any such Common Shares or to qualify any securities of the Company for public distribution in Canada or elsewhere. There are no notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any person, directly or indirectly, the right to vote with the holders of Common Shares on any matter.

(iii) Except for the Company Options and Company DSUs and as set out in Section 3.1(e)(iii) of the Company Disclosure Letter, the Company has no other outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any Common Shares or other securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Common Shares or other security. Except for the Company Options and Company DSUs, the Company does not have any share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, Common Share price, income or any other attribute of or related to the Company.

(iv) The Common Shares are listed on the TSXV and the Frankfurt Stock Exchange, and except for such listings, no securities of the Company are listed or quoted for trading on any other stock or securities exchange or market or registered under any securities Laws.

(v) Section 3.1(e)(v) of the Company Disclosure Letter sets out a complete and correct list of all outstanding Company Options and Company DSUs, the number of Common Shares subject to such Company Options and Company DSUs, the grant date, exercise price, expiration date, redemptions and other material terms, as applicable, of each such Company Option or Company DSU and the names of the holders of such Company Options and Company DSUs.

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(vi) The Company has made available to the Purchaser complete and correct copies of the Company LTIP and any grant agreements (or similar) made thereunder.

(vii) The grants of the Company Options and Company DSUs issued under the Company LTIP have been recorded in the Company Financial Statements in accordance with IFRS, and no such grants involved any "back dating", "forward dating", "spring loading" or similar practices.

(viii) The Company has, or will prior to the Effective Time, taken all steps necessary to ensure that all unvested Company DSUs shall be conditionally vested and their respective redemptions dates conditionally accelerated pursuant to the terms of the Company LTIP and entered into the Company DSU Settlement Agreement with the holder of all outstanding Company DSUs that provides for the surrender and redemption of all Company DSUs on a conditional basis immediately prior to the Effective Time.

(f) Subsidiaries.

(i) Other than the Subsidiaries set out in Section 3.1(f)(i) of the Company Disclosure Letter, the Company does not and has never had any other Subsidiaries. The Company is, directly or indirectly, the sole beneficial and registered owner of all of the issued and outstanding shares in the capital of each of the Company's Subsidiaries with good and marketable title thereto, free and clear of all Liens, all such shares or other equity securities so owned by the Company have been validly issued and are fully paid and non-assessable, and no such shares or other equity securities have been issued in violation of any pre-emptive or other similar rights. The following information with respect to each Subsidiary is accurately set out in Section 3.1(f)(i) of the Company Disclosure Letter: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the registered holder(s) of the equity securities; and (iii) its jurisdiction of incorporation or formation.

(ii) No Subsidiary of the Company has other outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any securities of such Subsidiary, including any security or obligation of any kind convertible into or exchangeable or exercisable for any security of such Subsidiary.

(iii) There is no outstanding contractual obligation of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any securities of such Subsidiary, or to qualify any securities of such Subsidiary for public distribution in Canada or elsewhere.

(g) Shareholder and Similar Agreements. The Company and its Subsidiaries are not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding securities in the capital of the Company or its Subsidiaries, as applicable.

(h) Reporting Issuer Status and Securities Laws Matters. The Company is a "reporting issuer" within the meaning of applicable Securities Laws in the

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Provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan and is not on the list of reporting issuers in default under applicable Securities Laws, and no Securities Authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities Laws. Trading in the Common Shares on the TSXV is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any Securities Authority under applicable Securities Laws or the TSXV is in effect or ongoing or expected to be implemented or undertaken. None of the Company's Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. Except as set out above, the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or, to the knowledge of the Company, any securities Laws, including, without limitation, the securities laws of the United States. The Company has filed all documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the TSXV. The documents and information comprising the Company Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSXV and did not contain any Misrepresentation. The Company has not filed any confidential material change report that at the date hereof remains confidential or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any Securities Authority. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the documents and information comprising the Company Public Disclosure Record and neither the Company nor any such documents or information is subject of ongoing audit, review or comment by any Securities Authority or the TSXV. Neither the Company nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is the Company subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act. Neither the Company nor any of its Subsidiaries is registered or required to be registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended.

(i) Company Financial Statements.

(i) The Company Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods and in accordance with applicable Laws except as otherwise stated in the notes to such statements or in the auditor's report thereon. The Company Financial Statements, together with the related Company MD&A, present fairly, in all material respects, the assets, liabilities and financial condition of the Company and its Subsidiaries as at the respective dates thereof and the losses, comprehensive losses, results of operations, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for the periods covered thereby. The Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of any of the Company Financial Statements.

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(ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the published financial statements of the Company or the Company Public Disclosure Record.

(iii) To the knowledge of the Company: (i) there are no material weaknesses in, the internal controls over financial reporting of the Company that could reasonably be expected to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Company. Since incorporation, the Company has received no: (i) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (ii) expressions of concern from employees of the Company regarding questionable accounting or auditing matters.

(iv) There are no outstanding loans made by the Company to any director or officer of the Company.

(v) Section 3.1(i)(v) of the Company Disclosure Letter sets forth a complete and accurate list of all intercompany indebtedness between and among the Company and its Subsidiaries. Copies of all agreements evidencing such indebtedness have been provided in the Company Diligence Information.

(j) Undisclosed Liabilities. Except for: (i) liabilities and obligations that are specifically presented on the audited consolidated balance sheet of the Company as of May 31, 2025 or disclosed in the notes thereto; and (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since May 31, 2025 and which are not material, the Company and its Subsidiaries have not incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar Contract with respect to the obligations, liabilities or indebtedness of any person.

(k) Auditors. The Company's current auditors are independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in Canada and there has not been a reportable event (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with the Company's auditors.

(l) Absence of Certain Changes. Except as disclosed in the Company Public Disclosure Record, the Company Financial Statements and the Company MD&A, since May 31, 2025:

(i) the Company and its Subsidiaries have conducted their respective business only in the ordinary course of business, except for the Arrangement contemplated hereby;

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(ii) there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(iii) there has not been any material write-down by the Company of any of the assets of the Company or its Subsidiaries;

(iv) there has not been any expenditure or commitment to expend by the Company or its Subsidiaries with respect to capital expenses in excess of $50,000 in the aggregate;

(v) there has not been any acquisition or sale, lease, license or other disposition or encumbrance by the Company or any Subsidiary of any interest in the Company Properties or any other material assets;

(vi) there has not been any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any material debt for borrowed money, any creation or assumption by the Company or any of its Subsidiaries of any Lien, except for Permitted Liens or any making by the Company or any of its Subsidiaries of any loan, advance or capital contribution to or material investment in any other person;

(vii) there has not been any satisfaction or settlement of any material claim, liability or obligation of the Company or any of its Subsidiaries;

(viii) the Company and its Subsidiaries have not effected any material change in its accounting policies, principles, methods, practices or procedures;

(ix) the Company and its Subsidiaries have not suffered any material casualty, damage, destruction or loss to any of its properties or assets;

(x) the Company has not declared, set aside or paid any dividends or made any distribution or payment or return of capital in respect of the Common Shares;

(xi) the Company has not effected or passed any resolution to approve a split, division, consolidation, combination or reclassification of the Common Shares or any other securities;

(xii) there has not been any material increase in or modification of the compensation payable to or to become payable by the Company or any of its Subsidiaries to any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant, except as may be required by written Contract or any grant to any such director, Company Employee or Company Consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement to, for or with any of such director, Company Employee or Company Consultant;

(xiii) there has not been any entering into, or amendment of, any Material Contract other than in the ordinary course of business;

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(xiv) the Company and its Subsidiaries have not entered into, adopted, or materially amended, any collective bargaining agreement, bonus, pension, profit sharing, change of control, stock purchase, stock option, Employee Plan or other benefit plan or agreement (including the Company LTIP); and

(xv) the Company and its Subsidiaries have not agreed, announced, resolved or committed to do any of the foregoing.

(m) Long Term and Derivative Transactions. Neither the Company nor any of its Subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross—currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

(n) Compliance with Laws.

(i) The business of the Company and each of its Subsidiaries have been and is currently being conducted in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, all issued and outstanding Common Shares have been issued in compliance, in all material respects, with all applicable Securities Laws.

(ii) Neither the Company, its Subsidiaries nor, to the knowledge of the Company, any Representatives of the Company or its Subsidiaries, have: (A) violated any applicable anti-corruption, anti-bribery, export control, and economic sanctions Laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act, (B) made or authorized any direct or indirect contribution, payment or gift of funds, property or anything else of value to any official, employee or agent of any Governmental Authority, authority or instrumentality in Canada or any other jurisdiction other than in accordance with applicable Laws, (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds, to any foreign or domestic government official or employee or for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or (D) violated or is in violation of any provision of the Criminal Code (Canada) relating to foreign corrupt practices, including making any contribution to any candidate for public office, in either case, where either the payment or gift or the purpose of such contribution payment or gift was or is prohibited under the foregoing or any other applicable Law of any locality.

(iii) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the "Money Laundering Laws") and no action, suit or Proceeding by or before any court of Governmental Authority or any arbitrator non-Governmental Authority involving the Company or any of its Subsidiaries with respect to

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the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(o) Permits. The Company and each of its Subsidiaries have identified, obtained, acquired or entered into in its respective name, and are in compliance in all material respects with all Permits (including any interest in, or right to earn an interest in, any mineral property) required by applicable Laws to conduct their current businesses as they are now being conducted or proposed to be conducted (as described in the Company Public Disclosure Record). All such Permits are valid and subsisting, in full force and effect, enforceable in accordance with terms thereof. All Permits are in good standing and there has been no material default under any such Permit, are renewable by their terms or in the ordinary course of business, and all fees and other amounts required to be paid with respect to such Permits to the date hereof have been paid. There are no actions, Proceedings or investigations, pending, or to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries that could reasonably be expected to result in the suspension, loss or revocation of any such Permits.

(p) Litigation. Except as set out in Section 3.1(p) of the Company Disclosure Letter, there are no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Authority, or any claim, action, suit, demand, arbitration, charge, indictment, hearing or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding (collectively, "Proceedings", each, a "Proceeding") against or involving the Company or any of its Subsidiaries (whether in progress or, to the knowledge of the Company, threatened), and, to the knowledge of the Company, no event has occurred which might reasonably be expected to give rise to any such Proceeding. To the knowledge of the Company, there is no judgment, writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against the Company or any of its Subsidiaries.

(q) Restrictions on Conduct of Business. Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition agreement, any non-solicitation agreement or any other agreement, obligation, judgment, decree or order which purports to: (i) limit in any material respect the manner or the localities in which all or a portion of the business of the Company or its Subsidiaries are conducted; (ii) limit any business practice of the Company or of any of its Subsidiaries in any material respect; or (iii) restrict any acquisition or disposition of any property by the Company or any of its Subsidiaries in any material respect. Neither the Company nor any of its Subsidiaries or any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that would have or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to the Company or that would be reasonably expected to prevent or delay the consummation of the Arrangement or the transactions contemplated hereby.

(r) Insolvency. No act or Proceeding has been taken by or against the Company or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Company or any of its Subsidiaries or for the appointment of a trustee, receiver, manager or other administrator of the Company or any of its Subsidiaries or any of their properties or assets nor, to the knowledge of the Company, is any such act or Proceeding threatened. The Company and its

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Subsidiaries have not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither the Company, its Subsidiaries nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company or any of its Subsidiaries to conduct its business in all material respects as it has been carried on prior to the date hereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

(s) Operational Matters.

(i) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Company, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof.

(ii) All costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which the Company is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business or such costs, expenses and liabilities the non-payment of which would not have a Company Material Adverse Effect or would provide for termination rights or other adverse rights in favour of a counterparty to such Contract.

(t) Interest in Company Properties.

(i) The Company and each of its Subsidiaries possess or have obtained in its respective name, and is in compliance with, all material Permits and other authorizations necessary to conduct its respective business and contemplated businesses relating to the Company Properties and each Company Property complies in all material respects with all applicable Laws.

(ii) Other than the Company Properties and as set out in Section 3.1(t)(ii) of the Company Disclosure Letter, the Company and its Subsidiaries do not own or have any interest in any real property.

(iii) The Company and each of its Subsidiaries, as applicable, have good, valid and sufficient right, title and interest, free and clear of any title defect or Lien, except Permitted Liens, other than any title defect which would not materially interfere with the use of, or materially detract from the value of, the Company Properties, to:

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Letter and, in each case, as are necessary to perform the operation of their business as presently owned and conducted and as contemplated to be conducted;

(B) their ownership of immovable property, their mining claims, mining leases, mining concessions, servitudes, rights of superficies and other immovable real rights, as well as their prospecting licenses, leases, licenses and rights of way (in each case from landowners and authorities permitting the use of land by the Company) in respect of the Company Properties, all of which have been identified completely and accurately in Section 3.1(t) of the Company Disclosure Letter, and, in each case, as are necessary to perform the operation of their business as presently owned and conducted and contemplated to be conducted; and

(C) each of the Company Properties and their assets of any nature whatsoever and to all benefits derived therefrom and mineral or mining rights including all the properties and assets reflected in the balance sheet forming part of the Company Public Disclosure Record relating to the Company Properties, except as indicated in the notes thereto or Section 3.1(t) of the Company Disclosure Letter, together with all additions thereto, and such properties and assets are not subject to any Lien, except for Permitted Liens or material defect in title of any kind except: (a) as is specifically identified in the balance sheets forming part of the Company Financial Statements and in the notes thereto; (b) as is set out in Section 3.1(t) of the Company Disclosure Letter; and (c) any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, any Company Property.

(iv) All prospecting licenses, mining claims, mining leases and mining concessions in respect of the Company Properties in which the Company or any of its Subsidiaries have an interest or right have been validly obtained and, if an immovable real right, registered in accordance with all Laws and are valid and subsisting. The Company and its Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the Company Properties, as may be necessary or desirable to grant the Company or any one of its Subsidiaries, as applicable, the right and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Company or any one of its Subsidiaries, as applicable, of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company or one of its Subsidiaries and free and clear of all material encumbrances.

(v) Except as set forth in Section 3.1(t)(v) the Company Disclosure Letter: (i) the Company or one of its Subsidiaries has the exclusive right to deal with each Company Property; (ii) no person or entity of any nature whatsoever other than the Company or one of its Subsidiaries has any interest in any Company Property or any right to acquire or otherwise obtain any such interest; (iii) there are no earn-in rights, back-in rights, rights of first refusal,

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royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company or its Subsidiaries' interests in the Company Properties; (iv) neither the Company nor any of its Subsidiaries have received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the any Company Property; and (v) in all material respects, each Company Property is in good standing under and complies with all Laws and all work required to be performed has been performed and all Taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(vi) Except as set out in Section 3.1(p) of the Company Disclosure Letter, there are no adverse claims, actions, suits or Proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Company or its Subsidiaries' right, title or interest in any Company Property or the ability of the Company or its Subsidiaries to explore or develop any Company Property, including the title to or ownership by the Company or its Subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting any Company Property.

(vii) None of the directors or officers of the Company or its Subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Company Properties or in any Permit, concession, mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals, ore or metals from or in any manner in relation to the Company Properties and any other properties located within 20 kilometres of any Company Property.

(viii) The Company has provided the Purchaser with access to all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Company Properties and the Company or one of its Subsidiaries has the sole right, title and ownership of all such information, data, reports and studies.

(u) Technical Information. All technical information, including estimates of resources, set forth in the Company Public Disclosure Record has been reviewed by a "qualified person" as required under NI 43-101, and all such information has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and the information upon which the estimates of resources were based, was complete and accurate in all material respects at the time such estimates were prepared, and there have been no material adverse changes to such information since such time. The Company has filed with the applicable securities commissions all technical reports required to be filed by it under NI 43-101 and there has been no change of which the Company is or should be aware that would affirm, misrepresent or change any material aspect of any technical report filed by the Company or that would require the filing of a new technical report by the Company under NI 43-101.

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(v) Taxes.

(i) The Company and each of its Subsidiaries have timely filed all Returns required to be filed by each entity, respectively, with any Governmental Authority and each such Return was complete and correct in all material respects at the time of filing. The Company and each of its Subsidiaries have paid or caused to be paid to the appropriate Governmental Authority on a timely basis all Taxes which are due and payable, all assessments and reassessments and all other Taxes as are due and payable by each of the Company and its Subsidiaries, including instalments, whether or not such Taxes are shown on a Return or on any assessment or reassessment, other than those which are being or have been contested in good faith pursuant to applicable Laws, and in respect of which, adequate reserves or accruals in accordance with IFRS have been provided in the Company Financial Statements. Neither the Company nor any of its Subsidiaries have received any refund, credit or subsidy in respect of Taxes to which it was not entitled.

(ii) Except as set out in Section 3.1(v)(i) of the Company Disclosure Letter, to the knowledge of the Company, no audit, action, investigation, deficiencies, Litigation, or proposed adjustments have been asserted or, to the knowledge of the Company, threatened with respect to Taxes of the Company and each of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any action or Proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened. Except as set out in Section 3.1(v)(i) the Company Disclosure Letter, to the knowledge of the Company, no Return of the Company or any of its Subsidiaries is under investigation, review, audit or examination by any taxing authority with respect to any Taxes, and no written notice of any investigation, review, audit or examination by any taxing authority has been received by the Company or any of its Subsidiaries with respect to any Taxes. No Lien for Taxes, other than a Permitted Lien as defined in paragraph (a) of such definition, has been filed or exists with respect to any assets or properties of the Company or any of its Subsidiaries. There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, the filing of any Return or any payment of Taxes by the Company or any of its Subsidiaries.

(iii) No Governmental Authority of a jurisdiction where the Company and any of its Subsidiaries does not file a Return has made a claim to the Company or any of its Subsidiaries that the Company or any of its Subsidiaries are subject to Tax or required to file Returns in such jurisdiction.

(iv) Neither the Company nor any of its Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Returns that could, in and of itself, require an amount to be included in the income of the Company or its Subsidiaries for any period ending after the Effective Date. There are no rulings or closing agreements relating to the Company or its Subsidiaries which may affect the Company or its

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Subsidiaries' liability for Taxes for any taxable period commencing after the Effective Date.

(v) All Taxes that the Company and its Subsidiaries have been required to withhold have been duly withheld and have been duly and timely paid to the proper Governmental Authority. The Company and its Subsidiaries, to the extent applicable, have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other Taxes payable by it in respect of its employees, agents and consultants, as applicable, and has remitted such amounts to the appropriate Governmental Authority within the time required under applicable Laws. The Company and its Subsidiaries have, to the extent required under applicable Laws, duly charged, collected and remitted on a timely basis all Taxes on any sale, supply or delivery whatsoever, made by it.

(vi) For all transactions between the Company and its Subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Company or any Subsidiary was not dealing at arm's length for purposes of the Tax Act, the Company or the applicable Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation).

(vii) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Company or any Subsidiary being subject to Section 160 of the Tax Act (or comparable provisions of any other applicable legislation).

(viii) None of Sections 15, 17, 78, 79, 79.1 or 80 to 80.04 or subsections 90(6)-(12) of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Company or any of its Subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of Sections 15, 17, 78, 79, 79.1 or 80 to 80.04 or subsections 90(6)-(12) of the Tax Act (or comparable provisions of any other applicable legislation) to the Company or any of its Subsidiaries.

(ix) Neither the Company, nor any of its Subsidiaries has acquired property from a non-arm's length person, within the meaning of the Tax Act, for consideration, the value of which is less than the fair market value of the property acquired in circumstances which would subject it to liability under Section 160 of the Tax Act or under any equivalent provisions of any applicable legislation.

(x) The Company is a "taxable Canadian corporation", as that term is defined in subsection 89(1) of the Tax Act.

(xi) The Common Shares are not, and have not at any particular time during the 60-month period prior to completion of the Arrangement, derived, directly or indirectly more than 50% of their fair market value from one or any combination of (i) real or immovable property situated in Canada; (ii) Canadian resource properties; (iii) timber resource properties; or (iv) option in respect of, or interests in, or for civil law rights in, any of (i), (ii) or (iii)

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above, whether or not the property exists, as such terms are defined for the purposes of the definition of "taxable Canadian property" in subsection 248(1) of the Tax Act.

(xii) Neither the Company nor any of its Subsidiaries has engaged in any "reportable transaction" as defined in subsection 237.3(1) of the Tax Act or any "notifiable transaction" as defined in subsection 237.4(1) of the Tax Act.

(w) Contracts.

(i) All Material Contracts to which the Company or any of its Subsidiaries is a party are in full force and effect, and the Company or one of its Subsidiaries, as applicable, is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company has made available to the Purchaser for inspection true and complete copies of all Material Contracts to which the Company or any of its Subsidiaries is a party and no such Material Contract has been modified, rescinded, or terminated. All of the Material Contracts are valid and binding obligations of the Company or one of its Subsidiaries, as applicable, and the other parties thereto enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(ii) None of the Company or its Subsidiaries, or, to the knowledge of the Company, any of the other parties thereto, is in material breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Material Contract and neither the Company nor any of its Subsidiaries has received or given any notice of default under any Material Contract which remains uncured, and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would constitute a default under or material breach of any Material Contract or the inability of a party to any Material Contract to perform its obligations thereunder in any material respect.

(iii) None of the Company or any of its Subsidiaries has received any notice (whether written or oral), that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Company or with any of its Subsidiaries, and to the knowledge of the Company, no such action has been threatened.

(iv) Neither the entering into of this Agreement, nor the consummation of the Arrangement or any of the other transactions contemplated by this Agreement will trigger any change of control or similar provisions in any of the Material Contracts.

(v) Section 3.1(w)(v) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts of the Company and its Subsidiaries.

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(x) Employment Matters. Except as set forth in Section 3.1(x) of the Company Disclosure Letter, neither the Company nor any its Subsidiaries is a party to or bound or governed by, or subject to:

(i) any employment, consulting, retention, termination, or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for retention, change of control, length of termination notice, or severance or termination payments to any director, Company Employee or Company Consultant (other than, in respect of a Company Employee, such as results by Law from the employment of an employee without an agreement as to notice or termination or severance);

(ii) any Collective Agreement or similar agreements;

(iii) any threatened or, to the knowledge of the Company, pending union organizing activities involving any Company Employee and no such activities have been undertaken within the last three (3) years.

(iv) any trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent, employee association or similar entity that holds bargaining rights with respect to any of the Company Employees by way of certification, interim certification, voluntary recognition, or succession rights, and no such person has applied, or to the knowledge of the Company, threatened to apply to be (A) certified as the bargaining agent of any Company Employee or (B) declared a related, successor, or common employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which the Company or any of its Subsidiaries carry on business;

(v) any unfair labour practice complaint, grievance or arbitration Proceeding, or any labour dispute, strike or lock-out relating to or involving any employees of the Company or its Subsidiaries and no such event has occurred since incorporation;

(vi) any claim for wrongful dismissal, constructive dismissal or any other claim, complaint or Litigation relating to employment, discrimination or termination of employment of any of the Company Employees or former employees or relating to any failure to hire a candidate for employment; or

(vii) any allegations of sexual or other unlawful harassment or discrimination have been made against (i) any director or officer of the Company or any of its Subsidiaries, or (ii) any present or former Company Employee.

True, complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs (i) and (ii) of this Section 3.1(x), if any, are included in the Company Diligence Information.

(y) Employee List. Section 3.1(y) of the Company Disclosure Letter sets forth a complete and accurate list of the Company Employees, without listing their names or employee number, and Company Consultants, together with their position or function, date of hire or engagement, annual base salary or fees, as applicable, any incentive or bonus arrangement, benefit enrollments, any banked time or vacation pay entitlement, whether any employee is on a layoff or leave of absence

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and, for any leave of absence, the type of leave and expected date of return to work, if known.

(z) Immigration. No Company Employees or former employees of the Company and its Subsidiaries is or has been, during employment with the Company and its Subsidiaries, an illegal or undocumented worker. All Company Employees and former employees, and Company Consultants have and had all work permits, visas, authorizations or status, as the case may be, required to perform work or provide services in Canada or in the jurisdiction in which services are performed. Section 3.1(z) of the Company Disclosure Letter discloses in respect of each Company Employee who is employed pursuant to a work permit the expiry date of such work permit and whether the Company and its Subsidiaries has made any attempts to renew such work permit.

(aa) Health and Safety. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation legislation in respect of the Company or its Subsidiaries and the Company and its Subsidiaries have not been reassessed in any material respect under such legislation since incorporation and no audit of the Company or any of its Subsidiaries is currently being performed pursuant to any applicable workers' compensation legislation. There are no claims or, to the knowledge of the Company, potential claims which may materially adversely affect the Company or any of its Subsidiaries' accident cost experience. All orders and inspection reports, if any, under applicable occupational health and safety legislation ("OHSA") relating to the Company or any of its Subsidiaries, as applicable, have been provided to Purchaser. To the knowledge of the Company, here are no charges pending under OHSA in respect of the Company or any of its Subsidiaries, as applicable. The Company and each of its Subsidiaries, as applicable, have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(bb) Employment Laws. The Company and each of its Subsidiaries have operated in all material respects in compliance with all terms and conditions of employment applicable to employees and all applicable Laws with respect to employment and labour, including employment and labour standards, vacation and paid time off, discrimination, harassment, retaliation, wages, classification, hours of work, overtime, immigration, occupational health and safety, employment equity, pay equity, workers' compensation, human rights, labour relations and privacy, and there are no current, pending, or to the knowledge of the Company, threatened claims, complaints, investigations or orders under any such Laws and, to the knowledge of the Company, no basis for any such claims.

(cc) Employment Accruals. All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits, including under any Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and/or records of the Company, or of the applicable Subsidiary.

(dd) Acceleration of Benefits. Except as disclosed in Section 3.1(dd) of the Company Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in the Plan of Arrangement, including a change of control of the Company or of any of its Subsidiaries, become entitled to (i) any retirement, severance, termination, retention, bonus or other similar payment from the

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Company or its Subsidiaries, (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option or employee or director awards of the Company, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to the Company or its Subsidiaries, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from the Company or its Subsidiaries.

(ee) Pension and Employee Benefits. All Employee Plans are listed in Section 3.1(ee) of the Company Disclosure Letter. The Company and its Subsidiaries have complied with all the terms of, and all applicable Laws in respect of, the Employee Plans. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employees Plans and applicable Laws. All Employee Plans that provide group benefits are established through a contract of insurance, and no retroactive increase in premiums is permitted thereunder. No Employee Plan is a "registered pension plan" or "retirement compensation arrangement" as such term is defined in the Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any Company Employee.

(ff) Company Consultants. Each Company Consultant has been properly classified by the Company and each Subsidiary as an independent contractor and neither the Company nor any Subsidiary has received any notification from any Governmental Authority challenging the classification of such Company Consultant.

(gg) Intellectual Property. The Company and its Subsidiaries do not own or possess any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names.

(hh) Environment.

(i) The Company and its Subsidiaries are carrying on and have since incorporation carried on their operations in material compliance with all applicable Environmental Laws and the Company Properties and assets comply in all material respects with all applicable Environmental Laws.

(ii) The Company and its Subsidiaries are not subject to any material, actual, liability or, to the knowledge of the Company, potential or contingent liability relating to (a) any Remedial Action, or (b) non-compliance with Environmental Laws.

(iii) The Company Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. To the knowledge of the Company, there are no Hazardous Substances at, in, on, under or migrating to or from any Company Property in excess of applicable limits pursuant to Environmental Laws or which could reasonably be excepted to result in material liability of the Company or its Subsidiaries.

(iv) The Company and its Subsidiaries have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at

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any location or in a manner that could reasonably be expected to result in material liability of the Company or its Subsidiaries.

(v) To the knowledge of the Company, the Company Properties are not listed on any list of sites requiring Remedial Action issued by any Governmental Authority nor proposed for listing on any such list.

(vi) Neither the Company nor any of its Subsidiaries have received and have no reason to expect receipt from any person or Governmental Authority of any notice, formal or informal, of any Proceeding, action or other claim, liability or responsibility arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, no Company Properties are subject to enforcement actions by any Governmental Authority that creates the reasonable potential for any Proceeding, action, or other claim against the Company or any of its Subsidiaries.

(vii) Neither the Company nor any of its Subsidiaries have assumed or retained any material liability or obligation pertaining to environmental matters as a result of the acquisition or disposition of any assets or real property.

(viii) All reports and material documents relating to environmental matters affecting the Company, its Subsidiaries, their respective business or the Company Properties which are in the possession or under the control of the Company or any of its Subsidiaries have been provided to the Purchaser and are listed in Section 3.1(hh)(viii) of the Company Disclosure Letter.

(ii) Insurance. All insurance policies of the Company and its Subsidiaries are disclosed in Section 3.1(ii) of the Company Disclosure Letter and are in full force and effect. All premiums due and payable under all such policies have been paid and the Company and its Subsidiaries are otherwise in compliance in all material respects with the terms of such policies. Neither the Company nor any of its Subsidiaries has received any notice of cancellation or termination with respect to any such policy. There has been no denial of material claims nor material claims disputed by the Company or any of its Subsidiaries' insurers.

(jj) Books and Records. The corporate records and minute books of the Company and its Subsidiaries have been maintained in accordance with all applicable Laws in all material respects, and such corporate records and minute books are complete and accurate in all material respects. The financial books and records and accounts of the Company and its Subsidiaries in all material respects have been maintained in accordance with good business practices and in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

(kk) Non-Arm's Length Transactions. Except as disclosed in the Company Financial Statements or as set out in Section 3.1(kk) of the Company Disclosure Letter, there are no current Contracts, commitments, agreements, arrangements or other transactions between the Company or any of its Subsidiaries, on the one hand, and any (a) officer or director of the Company or any of its Subsidiaries, (b) any holder of record or, to the knowledge of the Company, beneficial owner or 5% or

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more of the outstanding Common Shares, or (c) any affiliate or associate or any such officer, director or Shareholder, on the other hand.

(II) Financial Advisors or Brokers. Other than in connection with the Fairness Opinion and as set out in Section 3.1(II) of the Company Disclosure Letter, the Company and its Subsidiaries have not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder's, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Company.

(mm) Fairness Opinion. The Company Special Committee has received the Fairness Opinion in oral form, which opinion has not been modified, amended, qualified or withdrawn. A true and complete copy of the Fairness Opinion will be provided by the Company to the Purchaser promptly following delivery by Evans & Evans, Inc.

(nn) Company Special Committee and Company Board Approval. The Company Special Committee, at a meeting duly called and held, has unanimously upon consultation with legal and financial advisors determined that the Arrangement is fair to the Shareholders and is in the best interests of the Company and unanimously determined to recommend approval of this Agreement and the Arrangement to the Company Board and that the Company Board recommend that the Shareholders vote in favour of the Arrangement Resolution. The Company Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has unanimously determined that the Arrangement is fair to the Shareholders and is in the best interests of the Company, has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and has unanimously resolved to recommend that the Shareholders vote in favour of the Arrangement Resolution. Each director and executive officer of the Company intends to vote all Common Shares held by him or her in favour of the Arrangement Resolution and has agreed that the news release announcing the execution of this Agreement may so state and that references to such intention may be made in the Company Circular and other documents relating to the Arrangement.

(oo) Due Diligence Information. All information provided to the Purchaser in relation to the Purchaser's due diligence requests is true and correct in all material respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to the Purchaser.

(pp) Collateral Benefits. No related party of the Company (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over $1\%$ or more of the outstanding Common Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

Section 3.2 Representations and Warranties of the Purchaser

Except as specifically disclosed in the Purchaser Disclosure Letter (which shall make reference to the applicable section in respect of which such qualification is being made), the Purchaser represents and warrants to and in favour of the Company as follows and acknowledges

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that the Company is relying upon such representations and warranties in entering into this Agreement:

(a) Organization and Corporate Capacity. Each of the Purchaser, its Subsidiaries and the Barsele JV is a corporation or other entity duly formed, validly existing and is in good standing under the Laws of the jurisdiction of its incorporation or formation and has all requisite corporate and legal power and capacity to own, lease and operate its assets and properties as now owned and to carry on its business as it is now being carried on. Each of the Purchaser, its Subsidiaries and the Barsele JV is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification, licensing or registration necessary. The Purchaser Diligence Information includes complete and correct copies of the constating documents of the Purchaser, its Subsidiaries and the Barsele JV, as each may have been amended prior to the date of this Agreement.

(b) Authority Relative to this Agreement. The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the performance by the Purchaser of its obligations under this Agreement have been duly authorized by the Purchaser Board and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the completion by the Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

(c) Required Approvals. Except as disclosed in Section 3.2(c) of the Purchaser Disclosure Letter, no Regulatory Approval, or other Permit, authorization, licence, certificate, registration, consent or approval of, or filing with, or notification to, any third party is required to be obtained or made by or with respect to the Purchaser, any of its Subsidiaries or the Barsele JV for the execution and delivery of this Agreement or, the performance by the Purchaser of its obligations hereunder or the completion by the Purchaser of the Arrangement or the ability of the Purchaser to conduct operations at the Purchaser Properties other than such filings and approvals required for the issuance of the Consideration Shares and the Purchaser Replacement Options as a result of the Arrangement required under applicable Securities Laws and the rules and policies of the TSXV and, if required, approval of the Arrangement under the rules and policies of the Nasdaq First North.

(d) No Violation. Subject to obtaining the authorizations, consents and approvals and making the filings referred to in Section 3.2(c), the execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the completion of the Arrangement do not and will not (nor will they with the giving of notice or the lapse of time or both):

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(i) except as disclosed in Section 3.2(c) of the Purchaser Disclosure Letter, result in a contravention, breach, violation or default under any Law applicable to the Purchaser, any of its Subsidiaries, or the Barsele JV or any of the Purchaser Properties or any of its Subsidiaries properties (including, without limitation, the Barsele Joint Venture Agreement) or assets;

(ii) result in a contravention, conflict, violation, breach or default under the Purchaser's constating documents or the constating documents of any of its Subsidiaries or the Barsele JV;

(iii) result in a contravention, breach or default under or termination of, or acceleration or permit the acceleration of the performance required by, or other change in any right or obligation, or loss of any benefit under, or require any approval under, any Material Contract or material Permit to which the Purchaser or any of its Subsidiaries a party or by which the Purchaser or any of its Subsidiaries is bound or to which the Purchaser or any of its Subsidiaries properties (including, without limitation, the Purchaser Properties and the Barsele Joint Venture Agreement) or any material assets is subject or give to any person any interest, benefit or right, including any right of purchase, termination, payment, modification, reimbursement, cancellation or acceleration, under any such Material Contracts or material Permits; or

(iv) result in the suspension or material alteration in the terms of any material Permit held by the Purchaser, any of its Subsidiaries or the Barsele JV or in the creation of any Lien upon any of the Purchaser or any of its Subsidiaries properties (including, without limitation, the Purchaser Properties and the Barsele Joint Venture Agreement) or material assets.

(e) Capitalization.

(i) The authorized capital of the Purchaser consists of an unlimited number of Purchaser Shares. As at September 12, 2025, there were (i) 318,228,805 Purchaser Shares issued and outstanding all of which have been duly authorized and validly issued and are fully paid and non-assessable, (ii) Purchaser Options providing for the issuance of up to 27,570,186 Purchaser Shares upon the exercise thereof (iii) Purchaser Warrants providing for the issuance of 47,689,923 Purchaser Shares upon the exercise thereof and (iv) 7,505,719 Purchaser SDRs issued and outstanding (each represented by one (1) Purchaser Share noted in (i) above). All Purchaser Shares issuable upon the exercise of the Purchaser Options and the Purchaser Warrants have been duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. No Purchaser Shares or Purchaser SDRs have been issued and no Purchaser Options and no Purchaser Warrants have been granted in violation of any Law or any pre-emptive or similar rights applicable to them.

(ii) There is no outstanding contractual obligation of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares, Purchaser SDRs, Purchaser Options, Purchaser Warrants or to qualify any

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securities of the Purchaser for public distribution in Canada or elsewhere. There are no notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any person, directly or indirectly, the right to vote with the holders of Purchaser Shares on any matter.

(iii) Except for the Purchaser Warrants, the Purchaser Options, in connection with the Arrangement Subscription Receipt Financing and as set out in Section 3.2(d) of the Purchaser Disclosure Letter, the Purchaser has no other outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Purchaser to issue or sell any Purchaser Shares or other securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Purchaser Shares, other securities of the Purchaser or securities of the Barsele JV, except pursuant to the Barsele Joint Venture Agreement in the case of the Barsele JV. Except as set out in Section 3.2(d) of the Purchaser Disclosure Letter and the Purchaser Option Plan, the Purchaser does not have any share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, Purchaser Share price, income or any other attribute of or related to the Purchaser.

(iv) The Purchaser Shares are listed on the TSXV, the Open Market of the Frankfurt Stock Exchange and the OTCQB Venture Market and the Purchaser SDRs are listed on the Nasdaq First North, and except for such listings, no securities of the Purchaser are listed or quoted for trading on any other stock or securities exchange or market or registered under any securities Laws.

(v) Section 3.2(d) of the Purchaser Disclosure Letter sets out a complete and correct list of all outstanding Purchaser Options and Purchaser Warrants, the number of Purchaser Shares subject to such convertible securities, the grant date, exercise price, expiration date and other material terms, as applicable, of each such convertible securities and the names of the holders of such convertible securities.

(f) Subsidiaries.

(i) Other than the Subsidiaries set out in Section 3.2(f)(i) of the Purchaser Disclosure Letter, the Purchaser does not and has never had any Subsidiaries. The Purchaser is, directly or indirectly, the sole beneficial and registered owner of all of the issued and outstanding shares in the capital of each of the Purchaser's Subsidiaries with good and marketable title thereto, free and clear of all Liens, all such shares or other equity securities so owned by the Purchaser have been validly issued and are fully paid and non-assessable, and no such shares or other equity securities have been issued in violation of any pre-emptive or other similar rights. The following information with respect to each Subsidiary is accurately set out in Section 3.2(f) of the Purchaser Disclosure Letter: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the registered holder(s) of the equity securities; and (iii) its jurisdiction of incorporation or formation.

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(ii) No Subsidiary of the Purchaser has, and to the knowledge of the Purchaser, Gunnarn Mining AB does not have, any other outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any securities of such Subsidiary or Gunnarn Mining AB, as applicable, including any security or obligation of any kind convertible into or exchangeable or exercisable for any security of such Subsidiary.

(iii) There is no outstanding contractual obligation of any Subsidiary of the Purchaser, and to the knowledge of the Purchaser, Gunnarn Mining AB, to repurchase, redeem or otherwise acquire any securities of such Subsidiary, or Gunnarn Mining AB, as applicable, or to qualify any securities of such Subsidiary or Gunnarn Mining AB, as applicable, for public distribution in Canada or elsewhere.

(g) Consideration Shares. All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares. The Purchaser Shares underlying the Purchaser Replacement Options will, at the Effective Time, be duly and validly authorized and reserved for issuance and, upon issuance thereof in accordance with the terms of the Purchaser Replacement Options, such Purchaser Shares will be duly and validly issued as fully paid and non assessable.

(h) Shareholder and Similar Agreements. The Purchaser and its Subsidiaries are not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding securities in the capital of the Purchaser or its Subsidiaries, as applicable.

(i) Reporting Issuer Status and Securities Laws Matters. The Purchaser is a "reporting issuer" within the meaning of applicable Securities Laws in each of the Provinces and Territories of Canada, and is not on the list of reporting issuers in default under applicable Securities Laws, and no Securities Authority has issued any order preventing or suspending trading of any securities of the Purchaser, and the Purchaser is not in default of any material provision of applicable Securities Laws. Trading in the Purchaser Shares on the TSXV is not currently halted or suspended and trading in the Purchaser SDRs on the Nasdaq First North is not currently halted or suspected. No delisting, suspension of trading or cease trading order with respect to any securities of the Purchaser is pending or, to the knowledge of the Purchaser, threatened. To the knowledge of the Purchaser, no inquiry, review or investigation (formal or informal) of the Purchaser by any Securities Authority under applicable Securities Laws, the TSXV or the Nasdaq First North is in effect or ongoing or expected to be implemented or undertaken. None of the Purchaser's Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. Except as set out above and as may be required in connection with the listing and trading of the Purchaser SDRs on the Nasdaq First North, the Purchaser is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or, to the knowledge of the Purchaser, any securities Laws, including, without limitation, the securities laws of the United States. The Purchaser has filed all documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the TSXV and the Nasdaq First North, as applicable. The documents and information comprising the Purchaser Public Disclosure

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Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSXV and did not contain any Misrepresentation. The Purchaser has not filed any confidential material change report that at the date hereof remains confidential or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any Securities Authority. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the documents and information comprising the Purchaser Public Disclosure Record and neither the Purchaser nor any such documents or information is subject of ongoing audit, review or comment by any Securities Authority, the TSXV or the Nasdaq First North. Neither the Purchaser nor any of its Subsidiaries has, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is the Purchaser subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act. The Purchaser is not registered or required to be registered as an "investment company" pursuant to the United States Investment Company Act of 1940, as amended. The Purchaser is a "foreign private issuer", as such term is defined in Rule 3b-4 under the U.S. Exchange Act.

(j) Financial Statements.

(i) The Purchaser Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous periods and in accordance with applicable Laws except (i) as otherwise stated in the notes to such statements or, in the case of the Purchaser Annual Financial Statements, in the auditor's report thereon, and (ii) except that the Purchaser Interim Financial Statements are subject to normal period-end adjustments and may omit notes which are not required by applicable Securities Laws or IFRS. The Purchaser Financial Statements, together with the related Purchaser MD&A, present fairly, in all material respects, the assets, liabilities and financial condition of the Purchaser and its Subsidiaries as at the respective dates thereof and the losses, comprehensive losses, results of operations, changes in shareholders' equity and cash flows of the Purchaser and its Subsidiaries for the periods covered thereby (subject, in the case of the Purchaser Interim Financial Statements, to normal period end adjustments). The Purchaser does not intend to correct or restate, nor, to the knowledge of the Purchaser is there any basis for any correction or restatement of, any aspect of any of the Financial Statements.

(ii) Except for the Barsele JV, neither the Purchaser nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance Contract where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Purchaser or any of its Subsidiaries, in the published financial statements of the Purchaser or the Purchaser Public Disclosure Record.

(iii) To the knowledge of the Purchaser, (i) there are no material weaknesses in the internal controls over financial reporting of the Purchaser that could reasonably be expected to adversely affect the Purchaser's ability to record, process, summarize and report financial information; and (ii) there is and has been no fraud, whether or not material, involving management

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or any other employees who have a significant role in the internal control over financial reporting of the Purchaser. Since December 31, 2023, the Purchaser has received no: (i) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (ii) expressions of concern from employees of the Purchaser regarding questionable accounting or auditing matters.

(iv) There are no outstanding loans made by the Purchaser to any director or officer of the Purchaser.

(k) Undisclosed Liabilities. Except for: (i) liabilities and obligations that are specifically presented on the audited consolidated balance sheet of the Purchaser as of December 31, 2024 or disclosed in the notes thereto; (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2024 and which are not material, the Purchaser and its Subsidiaries have not incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar Contract with respect to the obligations, liabilities or indebtedness of any person. To the knowledge of the Purchaser, Gunnarn Mining AB has not incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar Contract with respect to the obligations, liabilities or indebtedness of any person which could, individually or in the aggregate, have a Purchaser Material Adverse Effect.

(l) Auditors. The Purchaser's current auditors are independent with respect to the Purchaser within the meaning of the rules of professional conduct applicable to auditors in Canada and there has not been a reportable event (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with the Purchaser's auditors.

(m) Absence of Certain Changes. Except as disclosed in the Purchaser Public Disclosure Record, the Purchaser Interim Financial Statements and Purchaser MD&A, since December 31, 2024:

(i) the Purchaser and its Subsidiaries and to the knowledge of the Purchaser, Gunnarn Mining AB, have conducted their respective business only in the ordinary course of business, except for the Arrangement contemplated hereby;

(iii) there has not been any material write-down by the Purchaser of any of the assets of the Purchaser or its Subsidiaries;

(iv) there has not been any expenditure or commitment to expend by the Purchaser or any of its Subsidiaries with respect to capital expenses in excess of $50,000 in the aggregate;

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(v) there has not been any acquisition or sale, lease, license or other disposition or encumbrance by the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, by the parties to the Barsele JV, of any interest in the Purchaser Properties or any other material assets;

(vi) there has not been any incurrence, assumption or guarantee by the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, Gunnarn Mining AB, of any material debt for borrowed money, any creation or assumption by the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, Gunnarn Mining AB, of any Lien, except for Permitted Liens, or any making by the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, Gunnarn Mining AB, of any loan, advance or capital contribution to or material investment in any other person;

(vii) there has not been any satisfaction or settlement of any material claim, liability or obligation of the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, of Gunnarn Mining AB;

(viii) the Purchaser has not effected any material change in its accounting policies, principles, methods, practices or procedures;

(ix) the Purchaser or any of its Subsidiaries and to the knowledge of the Purchaser, Gunnarn Mining AB, have not suffered any material casualty, damage, destruction or loss to any of its properties or assets;

(x) the Purchaser has not declared, set aside or paid any dividends or made any distribution or payment or return of capital in respect of the Purchaser Shares;

(xi) the Purchaser has not effected or passed any resolution to approve a split, division, consolidation, combination or reclassification of the Purchaser Shares or any other securities;

(xii) there has not been any material increase in or modification of the compensation payable to or to become payable by the Purchaser to any director of the Purchaser, Purchaser Employee or Purchaser Consultant, except as may be required by written Contract or any grant to any such director, Purchaser Employee or Purchaser Consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement to, for or with any of such director, Purchaser Employee or Purchaser Consultant;

(xiii) there has not been any entering into, or amendment of, any Material Contract other than in the ordinary course of business;

(xiv) the Purchaser has not entered into, adopted, or materially amended, any collective bargaining agreement, bonus, pension, profit sharing, change of control, stock purchase, stock option, Employee Plan or other benefit plan or agreement (including the Purchaser Option Plan); and

(xv) the Purchaser and its Subsidiaries have not agreed, announced, resolved or committed to do any of the foregoing.

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(n) Compliance with Laws.

(i) The business of the Purchaser and each of its Subsidiaries and to the knowledge of the Purchaser, the Barsele JV, have been and is currently being conducted in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, all issued and outstanding Purchaser Shares have been issued in compliance, in all material respects, with all applicable Securities Laws.

(ii) Neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, the Barsele JV and any Representatives of the Purchaser or its Subsidiaries and the Barsele JV, have: (A) violated any applicable anti-corruption, anti-bribery, export control, and economic sanctions Laws, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act, (B) made or authorized any direct or indirect contribution, payment or gift of funds, property or anything else of value to any official, employee or agent of any Governmental Authority, authority or instrumentality in Canada or any other jurisdiction other than in accordance with applicable Laws, (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds, to any foreign or domestic government official or employee or for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or (D) violated or is in violation of any provision of the Criminal Code (Canada) relating to foreign corrupt practices, including making any contribution to any candidate for public office, in either case, where either the payment or gift or the purpose of such contribution payment or gift was or is prohibited under the foregoing or any other applicable Law of any locality.

(iii) The operations of the Purchaser and each of its Subsidiaries and to the knowledge of the Purchaser, the Barsele JV, have been conducted at all times in material compliance with Money Laundering Laws and no action, suit or Proceeding by or before any court of Governmental Authority or any arbitrator non-Governmental Authority involving the Purchaser or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Purchaser, threatened.

(o) Permits. The Purchaser and, to the knowledge of the Purchaser, the Barsele JV have identified, obtained, acquired or entered into in its respective name, and are in compliance in all material respects with all Permits (including any interest in, or right to earn an interest in, any mineral property, including, without limitation, the Purchaser Property) required by applicable Laws to conduct their current businesses as they are now being conducted or proposed to be conducted (as described in the Purchaser Public Disclosure Record). All such Permits are valid and subsisting, in full force and effect, enforceable in accordance with terms thereof. All Permits are in good standing and there has been no material default under any such Permit, are renewable by their terms or in the ordinary course of business, and all fees and other amounts required to be paid with respect to such Permits to the date hereof have been paid. There are no actions, Proceedings or investigations, pending, or to the knowledge of the Purchaser, threatened, against the Purchaser, any of its Subsidiaries or the Barsele JV that could reasonably be expected to result in the suspension, loss or revocation of any such Permits.

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(p) Litigation. There is no Proceeding against or involving the Purchaser or any of its Subsidiaries, to the knowledge of the Purchaser, the Barsele JV (whether in progress or, to the knowledge of the Purchaser, threatened) and, to the knowledge of the Purchaser, no event has occurred which might reasonably be expected to give rise to any such Proceeding. To the knowledge of the Purchaser, there is no judgment, writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against the Purchaser, any of its Subsidiaries or the Barsele JV.

(q) Restrictions on Conduct of Business. Neither the Purchaser nor any of its Subsidiaries, nor, to the knowledge of the Purchaser, the Barsele JV is a party to or bound by any non-competition agreement, any non-solicitation agreement or any other agreement, obligation, judgment, decree or order which purports to: (i) limit in any material respect the manner or the localities in which all or a portion of the business of the Purchaser, any of its Subsidiaries or the Barsele JV are conducted; (ii) limit any business practice of the Purchaser, any of its Subsidiaries or of the Barsele JV in any material respect; or (iii) restrict any acquisition or disposition of any property (including, without limitation, the Purchaser Properties) by the Purchaser, any of its Subsidiaries or the Barsele JV in any material respect. Neither the Purchaser, any of its Subsidiaries nor, to the knowledge of the Purchaser, the Barsele JV or any of their respective material properties (including, without limitation, the Purchaser Properties) or assets is subject to any outstanding judgment, order, writ, injunction or decree that would have a Purchaser Material Adverse Effect with respect to the Purchaser or that would materially prevent or delay the consummation of the Arrangement or the transactions contemplated hereby.

(r) Insolvency. No act or Proceeding has been taken by or against the Purchaser, any of its Subsidiaries or, to the knowledge of the Purchaser, the Barsele JV in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Purchaser, any of its Subsidiaries or the Barsele JV or for the appointment of a trustee, receiver, manager or other administrator of the Purchaser, any of its Subsidiaries or the Barsele JV or any of their properties (including, without limitation, the Purchaser Properties) or assets nor, to the knowledge of the Purchaser, is any such act or Proceeding threatened. The Purchaser and, the Barsele JV have not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation in any applicable jurisdiction. Neither the Purchaser, any of its Subsidiaries or to the knowledge of the Purchaser, the Barsele JV nor any of their respective properties (including, without limitation, the Purchaser Properties) or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Purchaser, any of its Subsidiaries or the Barsele JV to conduct its business in all material respects as it has been carried on prior to the date thereof, or that has had, individually or in the aggregate, a Purchaser Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

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(s) Operational Matters.

(i) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Purchaser, have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof.

(ii) All costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any Contracts to which the Purchaser is bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business or such costs, expenses and liabilities the non-payment of which would not have a Purchaser Material Adverse Effect.

(t) Interest in Purchaser Properties.

(i) The Purchaser, each of its Subsidiaries, and, to the knowledge of the Purchaser, the Barsele JV possess or have obtained in its respective name, and is in compliance with, all material Permits and other authorizations necessary to conduct its respective business and contemplated businesses relating to the Purchaser Properties and each Purchaser Property complies in all material respects with all applicable Laws.

(ii) Other than the Purchaser Properties, the Purchaser and its Subsidiaries do not own or have any interest in any real property.

(iii) The Purchaser, each of its Subsidiaries, and the Barsele JV, as applicable, have good, valid and sufficient right, title and interest, free and clear of any Lien, except for Permitted Liens, or any title defect, other than any title defect which would not materially interfere with the use of, or materially detract from the value of, the Purchaser Properties, to:

(A) their prospecting licenses, mining claims, mining leases, mining concessions, and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Purchaser Properties, all of which have been accurately and completely set out in Section 3.2(t) of the Purchaser Disclosure Letter and, in each case, as are necessary to perform the operation of their business as presently owned and conducted and as contemplated to be conducted;

(B) their ownership of immovable property, their mining claims, mining leases, mining concessions, servitudes, rights of superficies and other immovable real rights, as well as their prospecting licenses, leases, licenses and rights of way (in each case from landowners and authorities permitting the use of land by the Purchaser) in respect of the Purchaser Properties, all of which have been identified completely and accurately in Section 3.2(t)(iii) of the Purchaser Disclosure Letter, and, in each case, as are necessary

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to perform the operation of their business as presently owned and conducted and contemplated to be conducted; and

(C) each of the Purchaser Properties and their assets of any nature whatsoever and to all benefits derived therefrom and mineral or mining rights including all the properties (including, without limitation, the Purchaser Properties) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record relating to the Purchaser Properties, except as indicated in the notes thereto or Section 3.2(t)(iii) of the Purchaser Disclosure Letter, together with all additions thereto, and such properties (including, without limitation, the Purchaser Properties) and assets are not subject to any Lien, except for Permitted Liens, or material defect in title of any kind except: (a) as is specifically identified in the balance sheets forming part of the Purchaser Financial Statements and in the notes thereto; (b) as is set out in Section 3.2(t)(iii) of the Purchaser Disclosure Letter; and (c) any title defect or Lien which would not materially interfere with the use of, or materially detract from the value of, any Purchaser Property.

(iv) All prospecting licenses, mining claims, mining leases and mining concessions in respect of the Purchaser Properties in which the Purchaser or the Barsele JV have an interest or right have been validly obtained and, if an immovable real right, registered in accordance with all Laws and are valid and subsisting. The Purchaser and the Barsele JV have all necessary surface rights, access rights and other rights and interests relating to the Purchaser Properties, as may be necessary or desirable to grant the Purchaser or the Barsele JV, as applicable, the right and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not materially interfere with the use made by the Purchaser or the Barsele JV, as applicable, of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Purchaser or the Barsele JV and free and clear of all material encumbrances.

(v) Except as set forth in Section 3.2(t)(v) of the Purchaser Disclosure Letter: (i) the Purchaser, one of its Subsidiaries or the Barsele JV has the exclusive right to deal with each Purchaser Property; (ii) no person or entity of any nature whatsoever other than the Purchaser, one of its Subsidiaries or the Barsele JV has any interest in any Purchaser Property or any right to acquire or otherwise obtain any such interest; (iii) there are no earn-in rights, back-in rights, rights of first refusal, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Purchaser, its Subsidiaries or the Barsele JV's interests in the Purchaser Properties; (iv) neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, the Barsele JV have received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the any Purchaser Property; and (v) in all material respects, each Purchaser Property is in good standing under and complies with all Laws and all work required to be performed has been performed and all Taxes, fees,

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expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(vi) There are no adverse claims, actions, suits or Proceedings that have been commenced or are pending or, to the knowledge of the Purchaser, that are threatened, affecting or which could affect the Purchaser, any of its Subsidiaries or the Barsele JV's right, title or interest in any Purchaser Property or the ability of the Purchaser, any of its Subsidiaries or the Barsele JV to explore or develop any Purchaser Property, including the title to or ownership by the Purchaser, its Subsidiaries or the Barsele JV of the foregoing, or which might involve the possibility of any judgement or liability affecting any Purchaser Property.

(vii) None of the directors or officers of the Purchaser or its Subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Purchaser Properties or in any Permit, concession, mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals, ore or metals from or in any manner in relation to the Purchaser Properties and any other properties located within 20 kilometres of any Purchaser Property.

(viii) The Purchaser has provided the Company with access to all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Purchaser Properties and the Purchaser or the Barsele JV has the sole right, title and ownership of all such information, data, reports and studies.

(u) Technical Information. All technical information, including estimates of resources, set forth in the Purchaser Public Disclosure Record has been reviewed by a "qualified person" as required under NI 43-101, and all such information has been prepared in accordance with Canadian industry standards set forth in NI 43-101 and the information upon which the estimates of resources were based, was complete and accurate in all material respects at the time such estimates were prepared, and there have been no material adverse changes to such information since such time. The Purchaser has filed with the applicable securities commissions all technical reports required to be filed by it under NI 43-101 and there has been no change of which the Purchaser is or should be aware that would affirm, misrepresent or change any material aspect of any technical report filed by the Purchaser or that would require the filing of a new technical report by the Purchaser under NI 43-101.

(v) Taxes.

(i) The Purchaser and each of its Subsidiaries have timely filed all Returns required to be filed by each entity, respectively, with any Governmental Authority and each such Return was complete and correct in all material respects at the time of filing. The Purchaser and each of its Subsidiaries have paid or caused to be paid to the appropriate Governmental Authority on a timely basis all Taxes which are due and payable, all assessments and reassessments and all other Taxes as are due and payable by each

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of the Purchaser and its Subsidiaries, other than those which are being or have been contested in good faith pursuant to applicable Laws, and in respect of which, adequate reserves or accruals in accordance with IFRS have been provided in the Purchaser Interim Financial Statements. To the knowledge of the Purchaser, no audit, action, investigation, deficiencies, Litigation, proposed adjustments have been asserted or, to the knowledge of the Purchaser, threatened with respect to Taxes of the Purchaser and each of its Subsidiaries, and neither the Purchaser nor any of its Subsidiaries is a party to any action or Proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Purchaser, threatened. To the knowledge of the Purchaser, no Return of the Purchaser or any of its Subsidiaries is under investigation, review, audit or examination by any taxing authority with respect to any Taxes, and no written notice of any investigation, review, audit or examination by any taxing authority has been received by the Purchaser or any of its Subsidiaries with respect to any Taxes. No Lien for Taxes, other than a Permitted Lien as defined in paragraph (a) of such definition, has been filed or exists with respect to any assets or properties of the Purchaser or any of its Subsidiaries. There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, the filing of any Return or any payment of Taxes by the Purchaser or any of its Subsidiaries. Neither the Purchaser nor any of its Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Returns that could, in and of itself, require an amount to be included in the income of the Purchaser or its Subsidiaries for any period ending after the Effective Date;

(ii) the Purchaser has established on its books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no Liens for taxes, except for Permitted Liens, on the assets of the Purchaser or its Subsidiaries, and there are no audits known by the Purchaser to be pending of the tax returns of the Purchaser or its Subsidiaries (whether federal, provincial, local or foreign); and there are no claims which have been or, to the knowledge of the Purchaser, may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a Purchaser Material Adverse Effect;

(w) Purchaser Board Approval. The Purchaser Board has approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement.

(x) Ownership of Common Shares or Other Securities. Neither the Purchaser nor any of its affiliates own any Common Shares or any other securities of the Company.

(y) Arrangements with Shareholders. Other than the Support Agreements, this Agreement or as set forth in the Purchaser Public Disclosure Record, the Purchaser does not have any agreement, arrangement or understanding (whether written or oral) with respect to the Company or any of its securities, businesses or

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operations, with any Shareholder, any interested party of the Company or any related party of any interested party of the Company, or any joint actor with any such persons (and for this purpose, the terms "interested party", "related party" and "joint actor" shall have the meaning ascribed to such terms in MI 61-101).

(z) Certain Securities Law Matters. The Consideration Shares to be issued under the Arrangement will not be subject to any statutory hold or restricted period under the Securities Laws of any province or territory of Canada and will be freely tradable within Canada by the holders thereof.

(aa) Contracts.

(i) All Material Contracts to which the Purchaser, any of its Subsidiaries or, to the knowledge of the Purchaser, the Barsele JV is a party are in full force and effect, and the Purchaser, its Subsidiaries or, to the knowledge of the Purchaser, the Barsele JV, as applicable, is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Purchaser has made available to the Company for inspection true and complete copies of all Material Contracts to which the Purchaser, its Subsidiaries or, to the knowledge of the Purchaser, the Barsele JV is a party and no such Material Contract has been modified, rescinded, or terminated. To the knowledge of the Purchaser, all of the Material Contracts are valid and binding obligations of the Purchaser, its Subsidiaries or the Barsele JV, as applicable, and the other parties thereto enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(ii) None of the Purchaser, its Subsidiaries or to the knowledge of the Purchaser, the Barsele JV or any of the other parties thereto, is in material breach or violation of or in default under (in each case, with or without notice or lapse of time or both) any Material Contract and neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, the Barsele JV has received or given any notice of default under any Material Contract which remains uncured, and, to the knowledge of the Purchaser, there exists no state of facts which after notice or lapse of time or both would constitute a default under or material breach of any Material Contract or the inability of a party to any Material Contract to perform its obligations thereunder in any material respect.

(iii) None of the Purchaser, its Subsidiaries or, to the knowledge of the Purchaser, the Barsele JV has received any notice (whether written or oral), that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Purchaser, its Subsidiaries or with the Barsele JV, and to the knowledge of the Purchaser, no such action has been threatened.

(iv) Except as disclosed and set out in Section 3.2(aa)(v) of the Purchaser Disclosure Letter, neither the entering into of this Agreement, nor the consummation of the Arrangement or any of the other transactions contemplated by this Agreement will trigger any change of control or similar provisions in any of the Material Contracts.

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(v) Section 3.2(aa)(v) of the Purchaser Disclosure Letter sets out a complete and accurate list of all Material Contracts of the Purchaser, its Subsidiaries and, to the knowledge of the Purchaser, the Barsele JV.

(bb) Employment Matters.

(i) Except as set forth in Section 3.2(bb)(i) of the Purchaser Disclosure Letter, the Purchaser is not a party to or bound or governed by, or subject to any employment, consulting, retention, termination, or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for retention, change of control, length of termination notice, or severance or termination payments to any director, Purchaser Employee or Purchaser Consultant (other than, in respect of a Purchaser Employee, such as results by Law from the employment of an employee without an agreement as to notice or termination or severance). True, complete and correct copies of the agreements, arrangements and understandings referred to in this Section 3.2(bb)(i), if any, are included in the Purchaser Diligence Information.

(ii) The Purchaser has complied with all terms and conditions of employment applicable to employees and all applicable Laws with respect to employment and labour, including employment and labour standards, vacation and paid time off, discrimination, harassment, retaliation, wages, classification, hours of work, overtime, immigration, occupational health and safety, employment equity, pay equity, workers' compensation, human rights, labour relations and privacy, and there are no current, pending, or to the knowledge of the Purchaser, threatened claims, complaints, investigations or orders under any such Laws and, to the knowledge of the Purchaser, no basis for any such claims.

(iii) Section 3.2(bb)(iii) of the Purchaser Disclosure Letter sets forth a complete and accurate list of the Purchaser Employees, without listing their names or employee number, and Purchaser Consultants, together with their position or function, date of hire or engagement, annual base salary or fees, as applicable, any incentive or bonus arrangement, benefit enrollments, any banked time or vacation pay entitlement, whether any employee is on a layoff or leave of absence and, for any leave of absence, the type of leave and expected date of return to work, if known.

(cc) Health and Safety.

There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation legislation in respect of the Purchaser, its Subsidiaries, or, to the knowledge of the Purchaser, the Barsele JV, and the Purchaser, its Subsidiaries and, to the knowledge of the Purchaser, the Barsele JV have not been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of the Purchaser, no audit of the Purchaser or the Barsele JV is currently being performed pursuant to any applicable workers' compensation legislation. There are no claims or to the knowledge of the Purchaser, potential claims which may materially adversely affect the Purchaser, any of its Subsidiaries or the Barsele JV's accident cost experience. To the knowledge of the Purchaser, there are no charges pending under OHSA in respect of the Purchaser, any of its Subsidiaries or the Barsele JV, as applicable. The Purchaser and each of its Subsidiaries, as applicable, have complied in all material respects with any orders

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issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(dd) Intellectual Property. The Purchaser, its Subsidiaries and, to the knowledge of the Purchaser, the Barsele JV do not own or possess any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names.

(ee) Environment.

(i) The Purchaser, its Subsidiaries and, to the knowledge of the Purchaser, the Barsele JV are carrying on and have since the date of the Barsele Joint Venture Agreement carried on their operations in compliance with all applicable Environmental Laws, and the Purchaser Properties and assets comply in all material respects with all applicable Environmental Laws.

(ii) The Purchaser, its Subsidiaries, and, to the knowledge of the Purchaser, the Barsele JV are not subject to any material, actual liability or, to the knowledge of the Purchaser, potential or contingent liability relating to (a) any Remedial Action, or (b) non-compliance with Environmental Laws.

(iii) The Purchaser Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. To the knowledge of the Purchaser, there are no Hazardous Substances at, in, on, under or migrating to or from any Purchaser Property in excess of applicable limits pursuant to Environmental Laws or which could reasonably be expected to result in material liability to the Purchaser, its Subsidiaries or the Barsele JV.

(iv) The Purchaser and its Subsidiaries, and to the knowledge of the Purchaser, the Barsele JV have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location or in a manner that could reasonably be expected to result in material liability of the Purchaser, its Subsidiaries or the Barsele JV.

(v) To the knowledge of the Purchaser, the Purchaser Properties are not listed on any list of sites requiring Remedial Action issued by any Governmental Authority nor proposed for listing on any such list.

(vi) Neither the Purchaser, its Subsidiaries nor to the knowledge of the Purchaser, the Barsele JV have received and have no reason to expect receipt from any person or Governmental Authority of any notice, formal or informal, of any Proceeding, action or other claim, liability or responsibility arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Purchaser, no Purchaser Properties are subject to enforcement actions by any Governmental Authority that creates the reasonable potential for any Proceeding, action, or other claim against the Purchaser, its Subsidiaries or the Barsele JV.

(vii) Neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, the Barsele JV have assumed or retained any material liability

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or obligation pertaining to environmental matters as a result of the acquisition or disposition of any assets or real property.

(viii) All reports and material documents relating to environmental matters affecting the Purchaser, its Subsidiaries and to the knowledge of the Purchaser, the Barsele JV, their respective business or the Purchaser Properties which are in the possession or under the control of the Purchaser have been provided to the Purchaser and are listed in Section 3.2(ee)(viii) of the Purchaser Disclosure Letter.

(ff) Insurance. Each of the Purchaser and, to the knowledge of the Purchaser, the Barsele JV has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development.

(gg) Books and Records. The corporate records and minute books of the Purchaser and its Subsidiaries have been maintained in accordance with all applicable Laws in all material respects, and such corporate records and minute books are complete and accurate in all material respects. The financial books and records and accounts of the Purchaser and its Subsidiaries in all material respects have been maintained in accordance with good business practices and in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

(hh) Non-Arm's Length Transaction. Except as disclosed in the Purchaser Financial Statements and as set out in Section 3.2(hh) of the Purchaser Disclosure Letter, to the knowledge of the Purchaser, there are no current Contracts, commitments, agreements, arrangements or other transactions between the Purchaser or the Barsele JV, on the one hand, and any (i) officer or director of the Purchaser or the Barsele JV, (ii) any holder of record or, to the knowledge of the Purchaser, beneficial owner or 5% or more of the outstanding Purchaser Shares, or (iii) any affiliate or associate or any such officer, director or holder of Purchaser Shares, on the other hand.

(ii) Due Diligence Information. All information provided to the Company in relation to the Company's due diligence requests is true and correct in all material respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to the Company.

(jj) Residency. The Purchaser is a "Canadian corporation" as defined in the Tax Act.

(kk) Fairness Opinion. The Purchaser Board has received the Purchaser Fairness Opinion in oral form, which opinion has not been modified, amended, qualified or withdrawn. A true and complete copy of the Purchaser Fairness Opinion will be provided by the Purchaser to the Company promptly following delivery by Hannam & Partners.

(II) Acceleration of Benefits. Except as disclosed in Section 3.2(II) of the Purchaser Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in the Plan of Arrangement, including a change of control of the Purchaser or of any of its Subsidiaries (to the extent applicable), become entitled to (i) any retirement, severance, termination, retention, bonus or other similar payment from the Purchaser or its Subsidiaries, (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option or employee or

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director awards of the Purchaser, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to the Purchaser or its Subsidiaries, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from the Purchaser or its Subsidiaries.

Section 3.3 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Section 3.3 will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE 4 COVENANTS

Section 4.1 Covenants of the Company Regarding the Conduct of Business

The Company covenants and agrees that, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless the Purchaser otherwise consents in writing, which consent will not be unreasonably withheld, conditioned or delayed, or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or any Governmental Authority:

(a) the Company will, and will cause its Subsidiaries to, (i) conduct its business and affairs and maintain its properties and facilities only in the ordinary course of business consistent with past practice, (ii), comply with the terms of all Material Contracts, (iii) comply in all material respects with all applicable Laws, including Securities Laws, (iv) make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated by this Agreement, and (v) except as disclosed in the Company Disclosure Letter, use commercially reasonable efforts to maintain and preserve intact and in good standing its and their business organizations, assets, properties, rights, goodwill, Permits and business relationships consistent with past practice and keep available the services of the Company Employees and Company Consultants;

(b) in addition, the Company will, and will cause its Subsidiaries to, fully cooperate and consult through meetings with the Purchaser, as the Purchaser may reasonably request, to allow the Purchaser to monitor, and provide input with respect to the direction and control of, any activities relating to the exploration, maintenance and development including all activities relating to permitting and obtaining social license of the Company Properties that may be permitted by the Purchaser;

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(i) alter or amend the articles, charter, by-laws or other constating documents of the Company or any of its Subsidiaries;

(ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Company or any of its Subsidiaries;

(iii) reduce the stated capital or split, divide, consolidate, combine, reclassify, or undertake any capital reorganization of the Common Shares or any other securities of the Company or any of its Subsidiaries;

(iv) enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(v) issue, grant, sell or pledge or authorize or agree to issue, grant, sell or pledge any Common Shares, Company Options, Company DSUs or other securities of the Company or any of its Subsidiaries, or other securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Common Shares or other securities of the Company or any of its Subsidiaries, other than the issuance of Common Shares issuable pursuant to the terms of the Company Options and Company DSUs outstanding on the date hereof and in accordance with this Agreement and as set out in Section 4.1(c)(v) of the Company Disclosure Letter;

(vi) sell, pledge, lease, dispose of, voluntarily lose the right to, mortgage, licence, subject to any Lien, or encumber or agree to sell, pledge, lease dispose of, mortgage, licence, subject to any Lien or encumber or otherwise transfer any of the Company Properties;

(vii) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Common Shares or other securities of the Company or its Subsidiaries or securities convertible into or exchangeable or exercisable for Common Shares or any such other securities;

(viii) amend the terms of any securities of the Company or any of its Subsidiaries;

(ix) adopt a plan of complete or partial liquidation or resolution providing for the complete or partial liquidation or dissolution of the Company or any of its Subsidiaries;

(x) reorganize, amalgamate or merge with any other person;

(xi) create any Subsidiary or enter into any Contracts or other arrangements regarding the control or management of the operations of the Company or any of its Subsidiaries, or the appointment of governing bodies or enter into any Joint Ventures;

(xii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take, royalty or similar financial instruments including any streaming transactions;

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(xiii) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Company Public Disclosure Record, as required by applicable Laws or under IFRS;

(xiv) take, or fail to take, any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or impede the ability of the Company to consummate the Arrangement; or

(xv) enter into, modify or terminate any Contract with respect to any of the foregoing;

(d) the Company will immediately notify the Purchaser orally and then promptly notify the Purchaser in writing of (i) any "material change" (as defined in the Securities Act) in relation to the Company or any of its Subsidiaries, (ii) any event, circumstance or development that, to the knowledge of the Company, has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) any breach of this Agreement by the Company or any of its Subsidiaries, (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.3(b) would not be satisfied, or (v) result in the Company's failure in any material respect to comply with or satisfy any covenant, condition or agreement (without giving effect to, applying or taking into consideration any qualification already contained in such covenant, condition or agreement) to be complied with or satisfied prior to the Effective Time;

(e) except as disclosed in Section 4.1(e) of the Company Disclosure Letter or in the ordinary course of business consistent with past practice, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, except in connection with this Agreement:

(i) sell, pledge, lease, licence, dispose of or encumber any assets or properties of the Company or any of its Subsidiaries or interests in any assets or properties of the Company or any of its Subsidiaries;

(ii) acquire or agree to acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person;

(iii) incur any expenses or incur, create or assume or otherwise become liable for any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances other than pursuant to obligations under any Material Contract in existence on the date hereof;

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(iv) pay, discharge, waive, compromise, assign, release or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Company Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding;

(v) engage in any new business, enterprise or other activity that is inconsistent with the existing business of the Company or any of its Subsidiaries in the manner such existing business generally has been carried on or (as disclosed in the Company Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement or contemplated by this Agreement;

(vi) in respect of any property and assets reflected in the balance sheet forming part of the Company Public Disclosure Record, expend or commit to expend any amounts with respect to expenses for such property and assets, other than pursuant to a Material Contract in existence on the date hereof, in excess of $50,000 in the aggregate; or

(vii) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing;

(f) the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, except in the ordinary course of business:

(i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value to the Company;

(ii) incur any business expenses other than in accordance with the Company's most recently approved budget which has been made available to the Purchaser prior to the date thereof;

(iii) except in connection with matters otherwise permitted under this Section 4.1, enter into any Contract which would be a Material Contract if in existence on the date hereof, or terminate, cancel, extend, renew or amend, modify or change any Material Contract;

(iv) enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify, amend, terminate or exercise any right to renew any lease or sublease of real property or acquire any interest in real property;

(v) waive, release, grant, transfer, exercise, or modify or amend in any material respect, any existing contractual rights in respect of any of the Company Properties; or

(vi) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein;

(g) the Company will not, and will not permit any of its Subsidiaries to, except in the ordinary course of business consistent with past practice or pursuant to any existing written Contracts in effect on the date hereof and included in the Company

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Diligence Information or as otherwise contemplated herein, and except as is necessary to comply with applicable Laws:

(i) amend the compensation in any form of any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant;

(ii) grant any general salary increase or fee, or pay any bonus profit sharing distribution or similar payment of any kind to any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant other than the payment of salaries, fees and benefits in the ordinary course of business as disclosed in Section 4.1(g)(ii) of the Company Disclosure Letter;

(iii) take any action with respect to the grant or increase of any severance, change of control, retirement, retention or termination pay to (or amend any existing arrangement with) any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant;

(iv) enter into or modify any employment or consulting agreement with any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant;

(v) terminate the employment or consulting arrangement of any senior management employees (including the Company Senior Management) (as determined under applicable Law);

(vi) amend any benefits payable under the Company or any of its Subsidiaries current severance or termination pay policies;

(vii) adopt or amend or make any contribution to or any award under the Company LTIP or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation, Employee Plan or other similar plan, agreement, trust, fund or arrangement; or

(viii) take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance or vesting criteria or accelerate vesting under the Company LTIP, except in accordance with its terms as contemplated herein;

(h) the Company will not, and will not permit any of its Subsidiaries to, make any loan to any director of the Company or any of its Subsidiaries, Company Employee or Company Consultant or engage in any transaction with any senior management Company Employee, vice-president, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than expense reimbursements and advances in the ordinary course;

(i) the Company and its Subsidiaries will use their commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Company and its Subsidiaries, including directors' and officers' insurance, not to be cancelled or terminated and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized

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standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect, provided, however, that, except as contemplated by Section 4.10(2), the Company and its Subsidiaries will not obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months;

(j) the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to retain the services of its existing Company Employees (including the Company Senior Management) and Company Consultants until the Effective Time, and will promptly provide written notice to the Purchaser of the resignation or termination of any such Company Employees or Company Consultants;

(k) the Company will not, and will cause its Subsidiaries not to, make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute Proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted;

(l) the Company will, and will cause its Subsidiaries to, (i) duly and timely file all Returns required to be filed by the Company or any of its Subsidiaries on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by the Company or any of its Subsidiaries to the extent due and payable except for any Taxes being contested in good faith pursuant to applicable Laws and in respect of which adequate reserves or accrual in accordance with IFRS have been provided in the Company Financial Statements, and the Company will not, and will cause its Subsidiaries not to, (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment, (F) make, revoke or rescind any material Tax election or designation, amend, in any manner adverse to the Company, any Return, or take any action with respect to the computation of Taxes or the preparation of Returns that is in any material respect inconsistent with past practice or (G) engage in any "reportable transaction" as defined in subsection 237.3(1) of the Tax Act or any "notifiable transaction" as defined in subsection 237.4(1) of the Tax Act;

(m) the Company will not, and will cause its Subsidiaries not to, settle or compromise any action, claim or other Proceeding ("Litigation") (i) brought against it for damages or providing for the grant of injunctive relief or other non-monetary remedy or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;

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(n) the Company will not, and will cause its Subsidiaries not to, commence any Litigation (other than Litigation in connection with the collection of accounts receivable, to enforce the terms of this Agreement or the Confidentiality Agreement, to enforce other obligations of the Purchaser);

(o) the Company will not, and will cause its Subsidiaries not to, enter into or renew any Contract (i) containing (A) any limitation or restriction on the ability of the Company or any of its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Purchaser or any of its affiliates, to engage in any type of activity or business, (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Company or any of its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of the Purchaser or any of its affiliates, is or would be conducted or (C) any limit or restriction on the ability of the Company or any of its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Purchaser or any of its affiliates, to solicit customers or employees, or (ii) that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement;

(p) the Company will not, and will cause its Subsidiaries not to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Company in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Company Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made;

(q) the Company shall not initiate any discussions, negotiations or filings with any Governmental Authority regarding any matter (including with respect to the Arrangement or the transactions contemplated by this Agreement or regarding the status of any of the Company Properties), without the prior consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed unless required by applicable Law and further agrees to provide the Purchaser with immediate notice of any material communication (whether written or oral) from a Governmental Authority, including a copy of any written communication; and

(r) as is applicable, the Company and its Subsidiaries will not agree, announce, resolve, authorize or commit to do any of the foregoing.

Section 4.2 Covenants of the Purchaser Regarding the Conduct of Business

The Purchaser covenants and agrees that until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless the Company otherwise consents in writing, which consent will not be unreasonably withheld, conditioned or delayed, or expressly permitted or specifically contemplated by this Agreement, or as is otherwise required by applicable Law or any Governmental Authority, or as set out in the Purchaser Disclosure Letter:

(a) the Purchaser will, and will cause its Subsidiaries to, (i) conduct its business and affairs and maintain its properties and facilities only in the ordinary course of business consistent with past practice, (ii), comply with the terms of all Material Contracts, (iii) comply in all material respects with all applicable Laws, including Securities Laws, (iv) make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated by this Agreement, and (iii) use reasonable

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commercial efforts to maintain and preserve intact and in good standing its and their business organizations, assets, properties, rights, goodwill and business relationships consistent with past practice;

(b) in addition, the Purchaser will, and will cause its Subsidiaries to, fully cooperate and consult through meetings with the Company, as the Company may reasonably request, to allow the Company to monitor, and provide input with respect to the direction and control of, any activities relating to the exploration, maintenance and development of the Purchaser Properties;

(i) alter or amend the articles, charter, by-laws or other constating documents of the Purchaser, its Subsidiaries or agree to do any of the foregoing in respect of the Barsele JV, except to the extent required by the Purchaser Consolidation or the Name Change;

(ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Purchaser or any of its Subsidiaries;

(iii) except in connection with the Purchaser Consolidation, reduce the stated capital or split, divide, consolidate, combine, reclassify, or undertake any capital reorganization of the Purchaser Shares or any other securities of the Purchaser or any of its Subsidiaries;

(iv) except in connection with the Arrangement Subscription Receipt Financing, issue, grant, sell or pledge or authorize or agree to issue, grant, sell or pledge any Purchaser Shares, Purchaser Options, Purchaser Warrants or other securities of the Purchaser or any of its Subsidiaries, or other securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Purchaser Shares or other securities of the Purchaser, other than the issuance of Purchaser Shares issuable pursuant to: (A) the terms of the Purchaser Warrants outstanding on the date hereof; (B) the terms of the Purchaser Options outstanding on the date hereof; or (C) as set out in Section 4.2(c)(iv) of the Purchaser Disclosure Letter;

(v) sell, pledge, lease, dispose of, voluntarily lose the right to, mortgage, licence, subject to any Lien or encumber or agree to sell, pledge, lease dispose of, mortgage, licence subject to any Lien or encumber or otherwise transfer any of the Purchaser Properties;

(vi) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities of the Purchaser or securities convertible into or exchangeable or exercisable for Purchaser Shares;

(vii) amend the terms of any securities of the Purchaser or any of its Subsidiaries;

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(viii) adopt a plan of complete or partial liquidation or resolution providing for the complete or partial liquidation or dissolution of the Purchaser or any of its Subsidiaries;

(ix) reorganize, amalgamate or merge with any other person;

(x) create any Subsidiary or enter into any Contracts or other arrangements regarding the control or management of the operations of the Purchaser or any of its Subsidiaries, or the appointment of governing bodies or enter into any Joint Ventures;

(xi) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS;

(xii) take, or fail to take, any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or impede the ability of the Purchaser to consummate the Arrangement; or

(xiii) enter into, modify or terminate any Contract with respect to any of the foregoing.

(d) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any "material change" (as defined in the Securities Act) in relation to the Purchaser, any of its Subsidiaries or the Barsele JV, (ii) any event, circumstance or development that, to the knowledge of the Purchaser, has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied, or (v) result in the Purchaser's failure in any material respect to comply with or satisfy any covenant, condition or agreement (without giving effect to, applying or taking into consideration any qualification already contained in such covenant, condition or agreement) to be complied with or satisfied prior to the Effective Time;

(e) the Purchaser will not, directly or indirectly, except in the ordinary course of business consistent with past practice:

(i) sell, pledge, lease, licence, dispose of or encumber any assets or properties of the Purchaser or interests in any assets or properties of the Purchaser Properties;

(ii) terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value to the Purchaser;

(iii) engage in any new business, enterprise or other activity that is inconsistent with the existing business of the Company or any of its Subsidiaries in the manner such existing business generally has been carried on or (as disclosed in the Company Public Disclosure Record) planned or proposed

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to be carried on prior to the date of this Agreement or contemplated by this Agreement; or

(iv) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing.

(f) the Purchaser will not, except in the ordinary course of business consistent with past practice or pursuant to any existing written Contracts in effect on the date hereof and included in the Purchaser Diligence Information, and except as is necessary to comply with applicable Laws:

(i) increase the compensation in any form of any director of the Purchaser or any of its Subsidiaries, Purchaser Employee or Purchaser Consultant;

(ii) grant any general salary increase or fee, or pay any bonus profit sharing distribution or similar payment of any kind to any director of the Purchaser, Purchaser Employee or Purchaser Consultant;

(iii) take any action with respect to the grant or increase of any severance, change of control, retirement, retention or termination pay to (or amend any existing arrangement with) any director of the Purchaser, Purchaser Employee or Purchaser Consultant;

(iv) enter into or modify any employment or consulting agreement with any director of the Purchaser or any of its Subsidiaries, Purchaser Employee or Purchaser Consultant;

(v) increase any benefits payable under the Purchaser current severance or termination pay policies;

(vi) adopt or increase or make any contribution to or any award under the Purchaser Option Plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation, Employee Plan or other similar plan, agreement, trust, fund or arrangement; or

(vii) take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance or vesting criteria or accelerate vesting under the Purchaser Option Plan, except in accordance with its terms as contemplated herein;

(g) the Purchaser will not, and will not permit any of its Subsidiaries to, make any loan to any director of the Purchaser or any of its Subsidiaries, Purchaser Employee or Purchaser Consultant or engage in any transaction with any senior management Purchaser Employee, vice-president, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than expense reimbursements and advances in the ordinary course;

(h) the Purchaser will not, and will use reasonable commercial efforts to cause the Barsele JV not to, make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected

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to cause any Governmental Authority to institute Proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted;

(i) the Purchaser will not, and will cause its Subsidiaries not to, enter into or renew any Contract (i) containing (A) any limitation or restriction on the ability of the Purchaser or any of its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Purchaser or any of its affiliates, to engage in any type of activity or business or (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Purchaser or any of its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of the Purchaser or any of its affiliates, is or would be conducted, or (ii) that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; and

(j) the Purchaser will not take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Purchaser Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and

(k) as is applicable, the Purchaser will not agree, announce, resolve, authorize or commit to do any of the foregoing, except as permitted above.

Section 4.3 Access to Information

Subject to compliance with applicable Laws and the terms of any existing Contracts, each Party (the "Providing Party") will afford to the other Party and its Representatives (the "Accessing Party") until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, continuing access to the Company Diligence Information or the Purchaser Diligence Information, as applicable, and reasonable access during normal business hours and upon reasonable notice, to the Providing Party's and its Subsidiaries' businesses, properties, books and records and such other data and information as the Accessing Party may reasonably request, as well as to its management personnel, subject however to such access not interfering with the ordinary conduct of the business of the Providing Party or any of its Subsidiaries and other than in circumstances where access to or disclosure of any information or documents would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially interfering with the ordinary conduct of the business of the Company, the Company and its Subsidiaries will also make available to the Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, each of the Parties acknowledges that all information provided to it under this Section 4.3, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other

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provisions of the Confidentiality Agreement will remain in full force and effect. Any investigations made by either Party of the other Party will not waive, diminish the scope of, or otherwise affect any representation or warranty made by any Party in this Agreement (or the remedies in respect thereto).

Section 4.4 Pre-Acquisition Reorganization

(1) Subject to Section 4.4(2), the Company agrees that, upon request of the Purchaser, the Company shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a "Pre-Acquisition Reorganization"), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

(2) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.4(1) unless such Pre-Acquisition Reorganization:

(a) does not require the Company to obtain the prior approval of the Shareholders in respect of the Pre-Acquisition Reorganization;

(b) can be completed prior to the Effective Date, and if necessary to avoid any adverse consequence to the Company, can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any material manner;

(d) does not impair the ability of the Company to consummate, and will not materially delay the consummation of, the Arrangement.

(3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use their best efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date.

(4) The Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Company, its affiliates and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including actual out-of-pocket costs and expenses for filing fees and external counsel), interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement;

(5) The Purchaser acknowledges and agrees that any planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under

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this Agreement and shall not be considered in determining whether a representation or warranty of the Company hereunder has been breached. The Company shall work cooperatively with the Purchaser and use commercial best efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization.

Section 4.5 Covenants of the Company Regarding the Arrangement

(1) Subject to the terms and conditions of this Agreement, the Company will perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2):

(a) apply for and use commercially reasonable efforts to obtain conditional approval of the TSXV in respect of the transactions contemplated by the Arrangement, subject only to the satisfaction by the Company of customary conditions of the TSXV;

(b) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and any of its Subsidiaries from other parties to any Material Contracts in order to complete the Arrangement;

(c) taking such action as may be required in order to ensure that all unvested Company DSUs shall be conditionally vested and their respective redemptions dates conditionally accelerated pursuant to the terms of the Company LTIP and take all such action as may be required in order to ensure that all the Company DSUs will be surrendered and redeemed for Common Shares immediately prior to the Effective Time, including by entering into and complying with the terms of the Company DSU Settlement Agreement;

(d) using its commercially reasonable efforts to carry out all actions necessary on its part to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act;

(e) defending all lawsuits or other legal, regulatory or other Proceedings against the Company and any of its Subsidiaries challenging or affecting this Agreement or the completion of the Arrangement; and

(f) not take any action, or refrain from taking any action, or permit any action to be taken which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

(2) In the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an "Alternative Transaction") whereby the Purchaser or its affiliates would effectively acquire all of the Common Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences to the Company and its Shareholders which are equivalent to or better than those contemplated by this Agreement (an "Alternative Transaction Conditions"), the Company shall consider such Alternative Transaction in good faith and if the Company

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determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time).

Section 4.6 Covenants of the Purchaser Regarding the Performance of Obligations

Subject to the terms and conditions of this Agreement, the Purchaser will perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and other transactions contemplated hereby, including (without limiting the obligations of the Purchaser in Article 2):

(a) applying for and using commercially reasonable efforts to obtain conditional approval or authorization of the listing and posting for trading on the TSXV of the Consideration Shares and the issuance of Purchaser Shares upon the exercise of the Purchaser Replacement Options, subject only to the satisfaction by the Purchaser of customary listing conditions of the TSXV;

(b) using its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from the Purchaser relating to the Arrangement required to be completed prior to the Effective Time;

(c) defending all lawsuits or other legal, regulatory or other Proceedings against or relating to the Purchaser challenging or affecting this Agreement or the completion of the Arrangement;

(d) forthwith carrying out the terms of the Interim Order and Final Order to the extent applicable to it and taking all necessary actions to give effect to the transactions contemplated herein and the Plan of Arrangement;

(e) at or prior to the Effective Time, allotting and reserving for issuance a sufficient number of Purchaser Shares to meet the obligations of Purchaser under the Plan of Arrangement;

(f) cooperating with the Company in connection with, and using its commercially reasonable efforts to assist the Company in obtaining the waivers, consents and approvals referred to in Section 4.5(1)(a) and Section 4.5(1)(b); and

(g) not take any action, or refrain from taking any action, or permit any action to be taken which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

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Section 4.7 Mutual Covenants

Each of the Parties covenants and agrees that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) as soon as reasonably practicable after the date of this Agreement, the Parties shall prepare and file all necessary documents, registrations, statements, petitions, filings and applications with any Governmental Authority required to obtain any Regulatory Approvals and use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals;

(b) it will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, the Plan of Arrangement, Interim Order, Final Order and applicable Laws and cooperate with the other Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all authorizations, consents and approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement, (iii) giving the other Parties a reasonable opportunity to review and comment on any filing or submission being made in connection with any authorization, consent or approval, which comments the receiving Party shall give due consideration to, and providing the other Parties with a final copy of any filing or submission made (where a Party regards any information in a filing or submission to be both confidential and competitively sensitive, the supplying Party may restrict the supply of such information to the receiving Party's outside legal counsel only and such receiving Party shall not request or receive such information from its outside legal counsel without the supplying Party's written consent) (iv) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement and (v) cooperate with the other Party in connection with the performance by it of its obligations hereunder provided, however, that, notwithstanding anything to the contrary in this Agreement;

(c) it will use commercially reasonable efforts not to take or cause to be taken any action which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; and

(d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Parties' legal counsel to permit the completion of the Arrangement.

Section 4.8 Arrangement Subscription Receipt Financing

(1) The Purchaser shall take all commercially reasonable efforts to complete the Arrangement Subscription Receipt Financing to raise gross proceeds (in escrow) of up to $30 million prior to the Effective Date.

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(2) The Company shall take all commercially reasonable efforts to assist the Purchaser in its efforts to complete the Arrangement Subscription Receipt Financing.

Section 4.9 Directors, Officers and Employees

(1) The Company shall assist in effecting the resignations and releases of each director and officer of the Company and each of its Subsidiaries to the extent requested by the Purchaser and as at the Effective Time and causing any such persons to be replaced by persons identified by the Purchaser as of the Effective Time.

(2) Upon completion of the Plan of Arrangement, the Purchaser Board shall consist of six (6) directors, consisting of the following individuals:

(a) the Purchaser shall have the right to appoint two nominees (the "Purchaser Nominees");

(b) the Company shall have the right to appoint two nominees (the "Company Nominees");

(d) one independent director to be mutually selected by the Purchaser and the Company (the "Independent Nominee").

The Purchaser shall use its commercially reasonable efforts to have the Company Nominees and the Independent Nominee appointed to the Purchaser Board on the Effective Date provided such nominees consent to act as director on the Purchaser Board.

(3) Each Company Nominee, Purchaser Nominee and the Independent Nominee must be an individual who meets the qualification requirements to serve as a director under the Business Corporations Act (British Columbia), applicable Laws and the rules of the TSXV. At least one (1) of the Company Nominees, Purchaser Nominees and the Independent Nominee must be "independent" (as determined in accordance with National Instrument 52-110 – Audit Committees) of the Purchaser (as of the time immediately after the Effective Time) and must not be of Ill Repute. The Company shall, and shall cause each of the Company Nominees to, provide the Purchaser to the extent requested by the Purchaser, prior to such appointment to the Purchaser Board, such information and materials as are required to be disclosed in any management information circular of the Purchaser to be sent to securityholders of the Purchaser under applicable Laws or policies of the TSXV or as the Purchaser may request from time-to-time from members of the Purchaser Board in compliance with its internal policies and procedures including, an executed consent to serve as a director of the Purchaser and a completed personal information form.

Section 4.10 Indemnification and Insurance

(1) The Parties agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company and its Subsidiaries (each such present or former director or officer of the Company and its Subsidiaries being herein referred to as a "D&O Indemnified Party" and such persons collectively being referred to as the "D&O Indemnified Parties") as provided by Contracts or agreements to which the Company is a party and in effect as of the date thereof, which are listed in the Company Disclosure Letter and copies of which have been provided to the Purchaser in the Company Diligence

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Information, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and the Company, its Subsidiaries and any successor to the Company or any of its Subsidiaries shall continue to honour such rights of indemnification and indemnify the D&O Indemnified Parties pursuant thereto, with respect to actions or omissions of the D&O Indemnified Parties occurring prior to the Effective Time, for six years following the Effective Date.

(2) Prior to the Effective Time, notwithstanding any other provision hereof, the Company may purchase prepaid non-cancellable "tail" or "run-off" directors' and officers' liability insurance, at a cost not exceeding 250% of the Company's current annual aggregate premium for directors' and officers' liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date.

(3) The provisions of this Section 4.10 are intended for the benefit of, and shall be enforceable by, each insured or the D&O Indemnified Parties, his or her heirs and his or her legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent on their behalf. Furthermore, this Section 4.10 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

Section 4.11 Public Communications

The Parties shall cooperate in the preparation of presentations, if any, to the Shareholders, the holders of Purchaser's Shares, or to any other persons regarding the Arrangement, including mutual agreement on the form of the initial press release(s) to be issued in respect of this Agreement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and a Party must not make any filing with any Governmental Authority (subject in each case to such Party's overriding obligations to make any disclosure or filing required by Law) with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its outside legal counsel, is required to make disclosure by Law shall use its best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party and their counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. For greater certainty, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent press releases, public disclosures or public statements made by the Parties. The restrictions set forth in this Section 4.11 shall not apply to any release or public statement: (a) made or proposed to be made by ta Party in connection with an Acquisition Proposal or any action taken pursuant thereto; or (b) made or proposed to be made by either Party in connection with any dispute between the Parties regarding this Agreement, the Arrangement or the transactions contemplated by this Agreement.

Section 4.12 Name Change

Subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 (excluding conditions that by their

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terms cannot be satisfied until the Effective Time), the Purchaser shall take all steps necessary or desirable to give effect to the Name Change promptly following the Effective Time.

Section 4.13 Purchaser Consolidation

Subject to: (i) obtaining the Final Order, and (ii) the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 (excluding conditions that by their terms cannot be satisfied until the Effective Time), or as otherwise agreed to in writing by the Purchaser and the Company, the Purchaser shall take all steps necessary or desirable to give effect to the Purchaser Consolidation which shall be completed prior to the Effective Date.

Section 4.14 Company Optionholder Consents

Prior to receipt of the Interim Order by the Company, the Company shall obtain and provide copies thereof to the Purchaser duly executed consents from each Company Optionholder, in a form acceptable to the Parties acting reasonably, that provides for, among other things, confirmation from each such Company Optionholder that notwithstanding the terms of the Company LTIP or any grant of Company Options, such Company Optionholder consents to the replacement of its Company Options for Purchaser Replacement Options on and subject to the terms of the Plan of Arrangement and that such Company Optionholder releases the Company and the Purchaser from any claims relating to losses or damages due to such Company Optionholder's receipt of the Purchaser Replacement Options on completion of the Arrangement. The Purchaser shall have the right to waive in whole or in part, the foregoing covenant in its sole discretion.

ARTICLE 5 ADDITIONAL AGREEMENTS

Section 5.1 Non-Solicitation

(1) Except as expressly provided in this Article 5 or to the extent that the other Party, in its sole and absolute discretion, has provided prior consent to in writing (which consent may be withheld, conditioned or delayed in such Party's sole and absolute discretion), until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 6.2, each Party shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any of its or its Subsidiaries' Representatives or otherwise, and shall not permit any such person to:

(a) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the other Party and its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Party may (i) advise any person of the restrictions of this Agreement; (ii) provide a written response (with a copy to the other Party) to any person who submits an Acquisition Proposal solely for the purposes of seeking clarification of the express terms of such Acquisition Proposal; and (iii) advise any person making an Acquisition Proposal

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that the Company Board or Purchaser Board, as applicable, has determined that such Acquisition Proposal does not constitute a Superior Proposal, as applicable, and in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such person;

(c) with respect to the Company, withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Company Board Recommendation;

(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such public announcement or public disclosure will not be considered to be in violation of this Section 5.1 (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the third Business Day prior to the date of the Company Meeting)); or

(e) accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3).

(2) Each Party shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any person (other than the other Party and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith shall:

(a) immediately discontinue access to and disclosure of all information regarding the Party or any of its Subsidiaries, including any data room and any confidential information, properties, facilities, books and records of the Party or any of its Subsidiaries; and

(b) to the extent that such information has not previously been returned, promptly request, and exercise all rights it has to require, (i) the return or destruction of all copies of any confidential information regarding the Party and its Subsidiaries, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Party and its Subsidiaries, in each case, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(3) Each Party represents and warrants that neither it, its Subsidiaries nor any of its or their respective Representatives has waived any confidentiality, standstill or similar agreement or restriction in effect as of the date of this Agreement to which the Party or any of its Subsidiaries is a party, and further covenants and agrees (i) that the Party shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant to which the Party or any of its Subsidiaries is a party, and (ii) not release any person from, or waive, amend, suspend or otherwise modify such person's obligations respecting the Party or any of its Subsidiaries under any confidentiality, standstill, non-disclosure, non-solicitation, use,

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business purpose or similar agreement or covenant to which the Party or any of its Subsidiaries is a party, without the prior written consent of the other Party (which may be withheld or delayed in such Party's sole and absolute discretion) (it being acknowledged by the Parties that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)).

Section 5.2 Notification of Acquisition Proposals

If a Party or any of its Subsidiaries or any of its or their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Party or any of its Subsidiaries in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party shall (i) promptly notify the other Party, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the other Party with copies of all documents, material or correspondence or other material received in respect of, from or on behalf of any such persons and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the other Party may reasonably request and (ii) the Party shall keep the other Party fully informed on a current basis of the status of developments and, to the extent conducted pursuant to Section 5.3, negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the other Party copies of all material or correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence communicated to the Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3 Responding to an Acquisition Proposal

(1) Notwithstanding Section 5.1, if at any time prior to the Company obtaining the Company Shareholder Approval, a Party receives an unsolicited bona fide written Acquisition Proposal, the Party and its Representatives may (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Party or its Subsidiaries, if and only if, in the case of this clause (ii):

(a) the Company Board or Purchaser Board, as applicable, first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, as applicable, and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;

(b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Party or any of its Subsidiaries;

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(d) prior to providing any such confidential information, access, or disclosure to such person, the Party enters into an Acceptable Confidentiality Agreement with such person, and any such confidential information, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the other Party; and

(e) prior to engaging in or participating in discussions or negotiations with such person regarding such Acquisition Proposal (excluding for certainty, negotiations regarding the Acceptable Confidentiality Agreement that do not relate to the terms of the Acquisition Proposal) or providing any such confidential information, access, or disclosure to such person, the Party provides the other Party with:

(i) two (2) Business Days prior written notice stating the Party's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Company Board or Purchaser Board, as applicable, has determined, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties;

(ii) a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d); and

(iii) a list of the information provided, or to be provided to such person and access to such information is immediately provided the other Party.

Section 5.4 Right to Accept a Superior Proposal

(1) If a Party receives an Acquisition Proposal that constitutes a Company Superior Proposal or Purchaser Superior Proposal, as applicable, prior to the approval of the Arrangement Resolution by the Shareholders, the Company Board or Purchaser Board, as applicable may, subject to compliance with Article 6 and Section 5.6, enter into a definitive agreement with respect to such Superior Proposal, as applicable, if and only if:

(a) the person making such Superior Proposal was not restricted from making such Superior Proposal, as applicable, pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the applicable Party;

(b) such Party has been, and continues to be, in compliance with its obligations under this Article 5;

(c) such Party has delivered to the other Party a written notice of the determination of the Company Board or Purchaser Board, as applicable, that such Acquisition Proposal constitutes a Superior Proposal, and of the intention of the Company Board or Purchaser Board, as applicable, to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Company Board or Purchaser Board, as applicable, regarding the value and financial terms that the Company Board or Purchaser Board, as applicable, in consultation with its financial advisors, has determined should be ascribed to any

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non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

(d) such Party has provided the other Party a copy of the proposed definitive agreement for such Superior Proposal and all supporting materials, including, if applicable, any financing documents supplied to such Party in connection therewith;

(e) at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the other Party received the Superior Proposal Notice and the date on which the other Party received all of the materials set forth in Section 5.4(1)(d);

(f) during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Company Board or the Purchaser Board, as the case may be, (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the other Party under Section 5.4(2)) and (ii) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Company Board or the Purchaser Board to recommend that the Company or the Purchaser, as the case may be, enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with entering into such definitive agreement such Party terminates this Agreement pursuant to Section 6.2(1)(c)(iii) or Section 6.2(1)(d)(iv), as applicable, and pays the Termination Fee pursuant to Section 5.6.

(2) During the Matching Period, or such longer period as the Party issuing the Superior Proposal Notice may approve in writing for such purpose: (a) the Company Board or Purchaser Board, as applicable, shall review any offer made by the other Party under Section 5.4(1)(f) above to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal for the Company or the Purchaser, as applicable; and (b) the Party shall, and shall cause its Representatives to, negotiate in good faith with the other Party to make such amendments to the terms of this Agreement and the Arrangement as would enable the other Party to proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board or Purchaser Board, as applicable, determines that such Acquisition Proposal would cease to be a Superior Proposal for the Company or the Purchaser, as applicable, the Party shall promptly so advise the other Party and the Party and the other Party shall amend this Agreement to reflect such offer made by the other Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or the Purchaser Shareholders, as the case may be, or other

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materials terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the other Party shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the other Party received the Superior Proposal Notice and the date on which the other Party received all of the materials set forth in Section 5.4(1)(d) with respect to the new Superior Proposal, as applicable, from the Party.

(4) In the case of the Company, the Company Board shall promptly reaffirm the Company Board Recommendation by press release after any Acquisition Proposal which the Company Board has determined not to be a Company Superior Proposal is publicly announced or publicly disclosed or the Company Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Company Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

(5) If a Party provides a Superior Proposal Notice to the other Party on a date that is less than ten (10) Business Days before the Company Meeting, the Party shall either proceed with or postpone the Company Meeting, as directed by the other Party, acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Company Meeting, but in any event to a date that is not less than five (5) Business Days prior to the Outside Date.

(6) Nothing contained in this Agreement shall prevent the Company Board or Purchaser Board, as applicable, from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of an Acquisition Proposal that it determines is not a Superior Proposal, as applicable, provided that the other Party and its counsel shall be provided with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the other Party and its counsel.

Section 5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, each Party shall advise its Subsidiaries and its and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party, its Subsidiaries or its or their respective Representatives is deemed to be a breach of this Article 5 by such Party.

Section 5.6 Termination Fees

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Company Termination Fee Event occurs, the Company shall pay the Purchaser the Termination Fee in accordance with Section 5.6(3).

(2) For the purposes of this Agreement, "Company Termination Fee Event" means the termination of this Agreement:

(a) by the Purchaser, pursuant to Section 6.2(1)(d)(ii) [Breach of Covenants];

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(b) by the Purchaser, pursuant to Section 6.2(1)(d)(iii) [Change in Recommendation];

(d) pursuant to any Subsection of Section 6.2(1) if at such time the Purchaser is entitled to terminate this Agreement pursuant to Section 6.2(1)(d)(iii) [Change in Recommendation]; or

(e) by the Company or the Purchaser pursuant to Section 6.2(1)(b)(i) [Shareholder Approval] or Section 6.2(1)(b)(iii) [Outside Date], or by the Purchaser pursuant to Section 6.2(1)(d)(i) [Breach of Representation or Covenant], if:

(i) prior to such termination, an Acquisition Proposal with respect to the Company is made or publicly announced or otherwise publicly disclosed by any person (other than the Purchaser) or any person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within 12 months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company, directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within 12 months after such termination).

For purposes of this Section 5.6(2)(e), the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 1.1, except that references to "20% or more" shall be deemed to be references to "50% or more".

(3) If a Company Termination Fee Event occurs due to a termination of this Agreement by the Company pursuant to Section 5.6(2)(c), the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Company Termination Fee Event. If a Company Termination Fee Event occurs in the circumstances set out in Section 5.6(2)(a), Section 5.6(2)(b) or Section 5.6(2)(d), the Termination Fee shall be paid within two (2) Business Days following such Company Termination Fee Event. If a Company Termination Fee Event occurs in the circumstances set out in Section 5.6(2)(e), the Termination Fee shall be paid on or prior to the consummation/closing of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid by the Company to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser.

(4) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Purchaser Termination Fee Event occurs, the Purchaser shall pay the Company the Termination Fee in accordance with Section 5.6(6).

(5) For the purposes of this Agreement, "Purchaser Termination Fee Event" means the termination of this Agreement:

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(a) by the Company, pursuant to Section 6.2(1)(c)(ii) [Breach of Covenants];

(b) by the Company, pursuant to Section 6.2(1)(c)(iv) [Acquisition Proposal];

(d) pursuant to any Subsection of Section 6.2(1) if at such time the Company is entitled to terminate this Agreement pursuant to Section 6.2(1)(c)(iv) [Acquisition Proposal]; or

(e) by the Company or the Purchaser pursuant to Section 6.2(1)(b)(iii) [Outside Date], or by the Company pursuant to Section 6.2(1)(c)(i) [Breach of Representation or Covenant], if:

(i) prior to such termination, an Acquisition Proposal with respect to the Purchaser is made or publicly announced or otherwise publicly disclosed by any person (other than the Company) or any person (other than the Company) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within 12 months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Purchaser, directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within 12 months after such termination).

For purposes of this Section 5.6(5)(e), the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 1.1, except that references to "20% or more" shall be deemed to be references to "50% or more".

(6) If a Purchaser Termination Fee Event occurs due to a termination of this Agreement by the Company pursuant to Section 5.6(5)(c), the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Purchaser Termination Fee Event. If a Purchaser Termination Fee Event occurs in the circumstances set out in Section 5.6(5)(a), Section 5.6(5)(b) or Section 5.6(5)(d), the Termination Fee shall be paid within two (2) Business Days following such Purchaser Termination Fee Event. If a Purchaser Termination Fee Event occurs in the circumstances set out in Section 5.6(5)(e), the Termination Fee shall be paid on or prior to the consummation/closing of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid by the Company to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser.

Section 5.7 Expenses and Expense Reimbursement

(1) Except as expressly otherwise provided in this Agreement, including Section 5.7(2) and Section 5.7(3), all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated

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hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

(2) In addition to the rights of the Purchaser under Section 5.6, if this Agreement is terminated by the Purchaser pursuant to Section 6.2(1)(d)(i) [Breach of Representation or Covenant] or by the Purchaser or the Company pursuant to Section 6.2(1)(b)(i) [Shareholder Approval], then the Company shall within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser, an expense reimbursement fee equal to $400,000. In no event shall the Company be required to pay under Section 5.6, on the one hand, and this Section 5.7(2), on the other hand, in the aggregate, an amount in excess of the Termination Fee.

(3) In addition to the rights of the Company under Section 5.6, if this Agreement is terminated by the Company pursuant to Section 6.2(1)(c)(i) [Breach of Representation or Covenant], then the Purchaser shall within two (2) Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds to an account designated by the Purchaser, an expense reimbursement fee equal to $400,000. In no event shall the Purchaser be required to pay under Section 5.6, on the one hand, and this Section 5.7(3), on the other hand, in the aggregate, an amount in excess of the Termination Fee.

(4) Each Party confirms that other than the fees disclosed in the Company Disclosure Letter and Purchaser Disclosure Letter, as applicable, no broker, finder or investment banker is or will be entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.

(5) Each Party acknowledges that the agreements contained in Section 5.6 and Section 5.7 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in Section 5.6 and Section 5.7 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage, and out-of-pocket expenditures, which will be suffered or incurred as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of the Termination Fee in full to the a Party pursuant to Section 5.6 in the manner provided herein is the sole and exclusive remedy of such Party in respect of the event giving rise to such payment, provided, however, that nothing contained in Section 5.6, and no payment of any such amount, shall relieve or have the effect of relieving the other Party in any way from liability for damages incurred or suffered by the Party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a Misrepresentation in this Agreement and nothing contained in Section 5.6 shall preclude the Party from seeking injunctive relief in accordance with Section 8.13 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.

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ARTICLE 6

TERM AND TERMINATION

Section 6.1 Term

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

Section 6.2 Termination

(1) This Agreement may be terminated prior to the Effective Time by;

(a) the mutual written agreement of the Parties; or
(b) either the Company or the Purchaser if:

(i) the Arrangement Resolution is not approved by the Shareholders at the Company Meeting in accordance with the Interim Order provided that a Party may not terminate this Agreement pursuant to this Section 6.2(1)(b)(i) if the failure to obtain the approval of the Shareholders 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;
(ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 6.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or
(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 6.2(1)(b)(iii) if the failure of the Effective Time to so occur 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.

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 7.1 or Section 7.2 not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4 (provided that any wilful breach shall be deemed to be incurable) and the Company 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;

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(ii) the Purchaser is in breach or in default of any of its obligations or covenants set forth in Article 5, other than an immaterial breach of the Purchaser's obligation under Section 5.2 to provide notice of an Acquisition Proposal to the Company within a prescribed period;

(iii) prior to the approval by the Shareholders of the Arrangement Resolution, the Company Board authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Company Superior Proposal in accordance with Section 5.4, provided the Company is then in compliance with Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 5.6;

(iv) (A) the Purchaser Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal with respect to the Purchaser or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal with respect to Purchaser for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the Company Meeting, if sooner), (B) the Purchaser Board accepts or enters into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) or publicly proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal, or (C) the Purchaser breaches Article 5 in any material respect; or

(v) there has occurred a Purchaser Material Adverse Effect which is incapable of being cured on or prior to the Outside Date;

(d) the Purchaser if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 7.2 or Section 7.3 not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4; provided that any wilful breach shall be deemed to be incurable and the Purchaser 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;

(ii) the Company is in breach or in default of any of its obligations or covenants set forth in Article 5, other than an immaterial breach of the Company's obligation under Section 5.2 to provide notice of an Acquisition Proposal to the Purchaser within a prescribed period;

(iii) (A) the Company Board or the Company Special Committee fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Company Board Recommendation, (B) the Company Board or the Company Special Committee accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains

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neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the Company Meeting, if sooner), (C) the Company Board or the Company Special Committee accepts or enters into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) or publicly proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal, (D) the Company Board or the Company Special Committee fails to publicly recommend or reaffirm the Company Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the Business Day prior to the date of the Company Meeting), or (E) the Company breaches Article 5 in any material respect; or

(iv) prior to the approval by the Shareholders of the Arrangement Resolution, the Purchaser Board authorizes the Purchaser to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Purchaser Superior Proposal in accordance with Section 5.4, provided the Purchaser is then in compliance with Article 5 and that prior to or concurrent with such termination the Purchaser pays the Termination Fee in accordance with Section 5.6; or

(v) there has occurred a Company Material Adverse Effect which is incapable of being cured on or prior to the Outside Date.

(2) The Party desiring to terminate this Agreement pursuant to this Section 6.2 (other than pursuant to Section 6.2(1)(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Section 6.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 6.2, the provisions of this Section 6.3 and Section 2.11, Section 4.4(4), Section 4.10, Section 5.6, Section 5.7 and Article 8 (other than Section 8.7) shall survive any termination pursuant to Section 6.2 provided that, subject to Section 5.7(5), neither the termination of this Agreement nor anything contained in this Section 6.3 shall relieve a Party from any liability arising prior to such termination.

Section 6.4 Notice and Cure Provisions

If any Party determines at any time prior to the Effective Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Outside Date the Party intending to rely thereon has given a written notice to the other Party specifying in reasonable detail all breaches of

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covenants, representations and warranties or other matters which the Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that the other Party is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 Business Days from such notice. If such notice has been given prior to the Final Order or the date of the Company Meeting, such application and/or such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

ARTICLE 7

CONDITIONS PRECEDENT

Section 7.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the Purchaser and the Company at any time:

(a) the Arrangement Resolution will have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order and applicable Laws;

(b) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) conditional acceptance by the TSXV of the Arrangement, including in respect of the listing and posting for trading of the Consideration Shares thereon and the issuance of Purchaser Shares to be issued upon exercised of the Purchaser Replacement Options, in accordance with the requirements of the TSXV Corporate Finance Manual, will have been obtained by each Party;

(d) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement;

(e) the Purchaser shall have completed the Arrangement Subscription Receipt Financing and shall have delivered to the agent appointed in respect of the Arrangement Subscription Receipt Financing a notice that all release conditions of the Arrangement Subscription Receipt Financing (other than those that may only be satisfied at the Effective Time) have been satisfied;

(f) the issuance and exchange of the Consideration Shares and the Purchaser Replacement Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, provided, however, that the Company shall not be entitled to the benefit of the conditions in this Section 7.1(f) and shall be deemed to have waived such condition in the event that the

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Company fails to advise the Court prior to the hearing in respect of the Final Order that the Purchaser intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court's approval of the Arrangement, and the Final Order shall reflect such reliance; and

(g) this Agreement shall not have been terminated in accordance with its terms.

Section 7.2 Additional Conditions Precedent to the Obligations of the Company

The obligation of the Company to complete the Arrangement will be subject to the satisfaction, or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:

(a) the Purchaser will have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;

(b) all representations and warranties of the Purchaser set forth in this Agreement that are qualified by the expression "Purchaser Material Adverse Effect" or other materiality qualifiers shall be true and correct in all respects, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by the Purchaser in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date) and the Company shall have received a certificate of the Purchaser addressed to the Company and dated the Effective Time, signed on behalf of the Purchaser by two executive officers of the Purchaser (on the Purchaser's behalf and without personal liability), confirming the same as at the Effective Date;

(c) since the date of this Agreement, there shall not have occurred any event, occurrence, development or state of circumstances or facts that, individually or in the aggregate has had or would reasonably be expected to have a Purchaser Material Adverse Effect;

(d) the Purchaser will have complied with its obligations under Section 2.9 and the Depositary shall have confirmed receipt of the Consideration Shares;

(e) the actions required to be taken by the Purchaser pursuant to Section 4.9(2) with effect as and from the Effective Time shall have been taken;

(f) the Company will have received a certificate of the Purchaser signed by a senior officer of the Purchaser and dated the Effective Date certifying that the conditions set out in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

(g) the Company will have received an undertaking of the Purchaser signed by a senior officer of the Purchaser and dated the Effective Date undertaking to complete the Name Change promptly following the Effective Time;

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(h) the Purchaser Consolidation shall have been completed; and

(i) the Company shall have received a favourable title opinion with respect to the Purchaser's Barsele Project, as to the title and ownership interest therein, in form and substance satisfactory to the Company, acting reasonably.

Section 7.3 Additional Conditions Precedent to the Obligations of the Purchaser

The obligation of the Purchaser to complete the Arrangement will be subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser and which may be waived by the Purchaser at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Purchaser may have:

(a) the Company will have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;

(b) all representations and warranties of the Company set forth in this Agreement that are qualified by the expression "Company Material Adverse Effect" or other materiality qualifiers shall be true and correct in all respects, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by the Company in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be determined as of that specified date) and the Purchaser shall have received a certificate of the Company addressed to the Purchaser and dated the Effective Time, signed on behalf of the Company by two executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as at the Effective Date;

(d) Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 5% of the Common Shares then outstanding);

(e) the Purchaser will have received a certificate of the Company signed by a senior officer of the Company and dated the Effective Date certifying that the conditions set out in Section 7.3(a), Section 7.3(b), Section 7.3(c) and Section 7.3(d) have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

(f) the Company shall have delivered a duly executed and countersigned copy of the Company DSU Settlement Agreement from the holder of all the Company DSUs and the Company shall have done all things required to ensure that all Company

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DSUs will be surrendered and redeemed for Common Shares immediately prior to the Effective Time, to the satisfaction of the Purchaser, acting reasonably;

(g) the Company shall have complied with its obligations under Section 4.14;

(h) there shall not be pending or threatened in writing any Proceeding by any Governmental Authority or any other person that is reasonably likely to result in any:

(i) prohibition or restriction on the acquisition by the Purchaser of any Common Shares or the completion of the Arrangement or any person obtaining from any of the Parties any material damages directly in connection with the Arrangement;

(ii) prohibition or material limit on the ownership by the Purchaser of the Company, any of its Subsidiaries or any material portion of its or their respective assets or businesses; or

(iii) imposition of limitations on the ability of the Purchaser to acquire or hold, or exercise full rights of ownership of, any Common Shares, including the right to vote such Common Shares;

(i) the Company shall have received effective resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Company Board and each member of the board of directors of its Subsidiaries, effective as of the Effective Date; and

(j) the Purchaser shall have received a favourable title opinion with respect to the Company's Rajapalot Gold-Cobalt Project, as to the title and ownership interest therein, in form and substance satisfactory to the Purchaser, acting reasonably.

ARTICLE 8

GENERAL

Section 8.1 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

(a) if to the Purchaser as follows:

2991 Dundas Street
Toronto, Ontario, M6P 1Z4

Attention: Adam Cegielski, President
E-mail: [personal email redacted]

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

Stikeman Elliott LLP
Suite 1700, Park Place

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666 Burrard Street
Vancouver, BC V6C 2X8

Attention: Victor Gerchikov
Email: [email protected]

(b) if to the Company:

Mawson Finland Limited
1601-110 Yonge St.
Toronto, ON M5C 1T4

Attention: Neil MacRae, Executive Chairman and Noora Ahola, CEO
E-mail: [personal emails redacted]

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

Peterson McVicar
1601-110 Yonge St.
Toronto, ON M5C 1T4

Attention: Dennis Peterson
Email: [email protected]

or to such other street address, individual or electronic communication number or address as may be designated by notice given by either Party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

Section 8.2 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party, provided that the Purchaser may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable joint and severally with such affiliates, as the case may be, for all of its obligations hereunder.

Section 8.3 Benefit of Agreement

This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the Parties.

Section 8.4 Time of Essence

Time is of the essence of this Agreement.

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Section 8.5 Governing Law; Attornment; Service of Process

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement or the Arrangement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

Section 8.6 Entire Agreement

This Agreement constitutes, together with the Confidentiality Agreement, the entire agreement between the Parties with respect to the subject matter thereof (and for greater certainty, supersedes and replaces the Letter of Intent). There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement and the Confidentiality Agreement.

Section 8.7 Amendment

(1) Subject to the terms of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Business Day prior to the Effective Date, be amended by written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Shareholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation, term or provision contained herein or in any document delivered pursuant hereto; or
(c) waive compliance with or modify any of the conditions precedent referred to in Article 7 or any of the covenants herein contained or waive or modify performance of any of the obligations of the Parties,

provided, however, that no such amendment may reduce or materially affect the consideration to be received by the Shareholders under the Arrangement without their approval at the Company Meeting or, following the Company Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

(2) Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions of this Agreement and the Plan of Arrangement.

Section 8.8 Waiver and Modifications

Any Party may (a) waive, in whole or in part, any inaccuracy of, or consent to the modification of, any representation or warranty made to it hereunder or in any document to be delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other Party (c) waive or consent to the modification of any of the covenants herein contained for its benefit or waive or consent to the modification of any of the obligations of the other Party

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hereto or (d) waive the fulfillment of any condition to its own obligations contained herein. No waiver or consent to the modifications of any of the provisions of this Agreement will be effective or binding unless made in writing and signed by the Party or Parties purporting to give the same and, unless otherwise provided, will be limited to the specific breach or condition waived. The rights and remedies of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects any further exercise of such right or remedy or the exercise of any other right or remedy to which that Party may be entitled. No waiver or partial waiver of any nature, in any one or more instances, will be deemed or construed a continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

Section 8.9 Third Party Beneficiaries

(1) Except as provided in Section 4.4(4) and Section 4.10 which, without limiting their terms, are intended as stipulations for the benefit of the third persons mentioned in such provisions (such third persons referred to in this Section 8.9 as the "Covered Persons") and except for the rights of the Shareholders to receive the Consideration following the Effective Time pursuant to the Arrangement, the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties and that no person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, Proceeding, hearing or other forum.

(2) Despite the foregoing, the Purchaser acknowledges to each of the Covered Persons their direct rights against it under Section 4.4(4) and Section 4.10 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Covered Person, his or her heirs, executors, administrators and legal representatives, and for such purpose, the Company confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

Section 8.10 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any material manner or would prevent or significantly impede or materially delay the completion of the Arrangement.

Section 8.11 Mutual Interest

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule or construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

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Section 8.12 Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Parties may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Section 8.13 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this, subject to Section 5.7(5), being in addition to any other remedy to which the Parties may be entitled at law or in equity.

Section 8.14 No Personal Liability

(1) No director, officer or employee of the Purchaser will have any personal liability to the Company under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Purchaser.

(2) No director, officer or employee of the Company will have any personal liability to the Purchaser under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Company.

Section 8.15 Counterparts

This Agreement may be executed and delivered in any number of counterparts (including by electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

[Remainder of page has been left intentionally blank]

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

FIRST NORDIC METALS CORP.

By: (Signed) "Adam Cegielski"

Name: Adam Cegielski

Title: President

MAWSON FINLAND LIMITED

By: (Signed) "Neil MacRae"

Name: Neil MacRae

Title: Executive Chairman

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Schedule "A"
FORM OF PLAN OF ARRANGEMENT

A - 1

Schedule "A"
FORM OF PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

"Arrangement" means the arrangement under the provisions of Section 182 of the OBCA, on the terms and conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.7 of the Arrangement Agreement or Article 6 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement made as of September 14, 2025 between the Company and the Purchaser, including the schedules thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms;

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting, substantially in the form and content of Schedule "B" to the Arrangement Agreement;

"Articles of Arrangement" means the articles of arrangement of the Company in respect of the Arrangement, required by the OBCA to be filed with the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably;

"Business Day" means a day other than a Saturday, a Sunday or any other day on which major banks are closed for business in Toronto, Ontario;

"Certificate of Arrangement" means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of the Arrangement;

"Common Shares" means the common shares in the capital of the Company and includes, for greater certainty, any Common Shares issued upon the valid exercise of Company Options and the valid settlement of Company DSUs;

"Company" means Mawson Finland Limited, a corporation incorporated under the laws of the Province of Ontario;

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"Company DSUs" means the outstanding deferred share units of the Company issued under the Company LTIP, as listed in the Company Disclosure Letter;

"Company LTIP" means the long term incentive plan of the Company dated December 1, 2023;

"Company Meeting" means the special meeting of the Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

"Company Option In-The-Money Amount" in respect of a Company Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the Common Shares that a holder is entitled to acquire on exercise of the Company Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Common Shares;

"Company Options" means the outstanding options of the Company to purchase Common Shares issued under the Company LTIP, as listed in the Company Disclosure Letter;

"Consideration" means the consideration to be received by Shareholders for their Common Shares pursuant to this Plan of Arrangement, consisting of that number of Consideration Shares equal to the issued and outstanding Common Shares immediately prior to the Effective Time multiplied by the Exchange Ratio, subject to adjustment in accordance with Section 2.12 of the Arrangement Agreement and this Plan of Arrangement;

"Consideration Shares" means the Purchaser Shares (on a post-Purchaser Consolidation basis) to be issued in exchange for Common Shares pursuant to the Arrangement;

"Court" means the Ontario Superior Court of Justice (Commercial List);

"Director" means the director appointed under Section 278 of the OBCA;

"Dissent Rights" has the meaning ascribed thereto in Section 4.1;

"Dissenting Shareholder" means a registered Shareholder who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder;

"DRS Advice" means a Direct Registration System advice;

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date or such other time as the Company and the Purchaser may agree upon in writing;

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"Exchange Ratio" means 1.7884 Consideration Shares for each Common Share (assuming the completion of the Purchaser Consolidation), subject to adjustment pursuant to Section 2.12 of the Arrangement Agreement;

"Former Company Optionholders" means the holders of Company Options immediately prior to the time at which Section 3.1(c) hereof occurs;

"Former Shareholders" means the holders of Common Shares immediately prior to the time at which Section 3.1(b) hereof occurs;

"holder", when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of the Company in respect of such securities;

"Interim Order" means the interim order of the Court to be issued following the application therefor submitted to the Court as contemplated by Section 2.2 of the Arrangement Agreement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably;

"Letter of Transmittal" means the letter of transmittal to be sent to the Shareholders for use in connection with the Arrangement;

"Notice of Dissent" means a notice of dissent duly and validly given by a registered Shareholder exercising Dissent Rights as contemplated in the Interim Order and as described in Article 4;

"OBCA" means the Business Corporations Act (Ontario);

"Optionholder" means a holder of one or more Company Options;

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"person" includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, Joint Venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

"Plan of Arrangement" means this plan of arrangement as amended, modified or supplemented from time to time in accordance with Article 6, the Arrangement Agreement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

"Purchaser" means First Nordic Metals Corp., a corporation incorporated under the laws of the Province of British Columbia;

"Purchaser Consolidation" means the consolidation of the Purchaser Shares on the basis of four (4) pre-consolidation Purchaser Shares for each one (1) post-consolidation Purchaser Share, to be made effective as of the Effective Time or as soon as practicably thereafter. "Purchaser Replacement Option In-The-Money Amount" in respect of a Purchaser Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the Purchaser Shares that a holder is entitled to acquire on exercise of the Purchaser Replacement Option at and from the Effective Time exceeds the aggregate exercise price to acquire such Purchaser Shares;

"Purchaser Replacement Options" means options to purchase Purchaser Shares granted by the Purchaser in exchange for the Company Options pursuant to this Plan of Arrangement;

"Purchaser Shares" means common shares in the capital of the Purchaser (on a post-Purchaser Consolidation basis);

"Shareholder" means a holder of one or more Common Shares;

"TSXV" means the TSX Venture Exchange;

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

"U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the OBCA unless the context otherwise requires.

Section 1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article", "Section" or "paragraph" followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

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Section 1.3 Number

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

Section 1.4 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Section 1.5 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.

Section 1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Section 1.7 Statutes

Any reference in this Plan of Arrangement to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted and any statute or regulation that supplements or supersedes such statute or regulation, unless stated otherwise.

Section 1.8 Governing Law

This Plan of Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein.

Article 2
ARRANGEMENT AGREEMENT AND PRE-ARRANGEMENT MATTERS

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement, will become effective, and be binding, at and after the times referred to in Section 3.1, upon the Purchaser, the Company, the Shareholders (including Dissenting Shareholders), the Optionholders, the register and transfer agent of the Company, the Depositary and all other persons, at and after, the Effective Time without any further act or formality required on the part of any person.

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Section 2.3 Pre-Arrangement Matters

On the Effective Date, immediately prior to the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality (but not as part of the Arrangement):

(a) all of the Common Shares to be issued on the Effective Date in connection with the surrender and redemption of the Company DSUs (if any), on and subject to the terms of the Company DSU Settlement Agreement, shall be issued and the name of the former holder of the Company DSUs shall be entered into the central securities register of the Company in respect of the Common Shares so issued, provided that such former holder shall not be entitled to a certificate or DRS Advice representing the Common Shares issued upon surrender and redemption of such holder's Company DSUs; and

(b) all agreements relating to Company DSUs issued under the Company LTIP shall be terminated and be of no further force and effect.

Article 3
ARRANGEMENT

Section 3.1 The Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time, without any further authorization, act or formality of or by the Company, the Purchaser or any other person:

(a) each of the Common Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Company, which the Purchaser shall be obliged to pay, for the amount determined under Article 4, and:

(i) such Dissenting Shareholders shall cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid fair value by the Purchaser for such Common Shares as set out in Section 4.1;

(ii) such Dissenting Shareholders' names shall be removed as the holders of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens, and shall be entered in the register of Common Shares maintained by or on behalf of the Company; and

(b) each outstanding Common Share (other than Common Shares held by any Dissenting Shareholders and the Purchaser, if any) will, without further act or formality by or on behalf of a holder of Common Shares, be irrevocably assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and:

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(i) the holders of such Common Shares shall cease to be the holders thereof and to have any rights as holders of such Common Shares other than the right to receive the Consideration from the Purchaser in accordance with this Plan of Arrangement;

(ii) such holders' names shall be removed from the register of the Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Common Shares (free and clear of all Liens) and shall be entered as the registered holder of such Common Shares in the register of the Common Shares maintained by or on behalf of the Company; and

(c) each Company Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, and shall be exchanged for a Purchaser Replacement Option to purchase from the Purchaser the number of Purchaser Shares (rounded down to the nearest whole number) equal to: (A) the Exchange Ratio, multiplied by (B) the number of Common Shares subject to such Company Option immediately prior to the Effective Time, at an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (M) the exercise price per Common Share otherwise subject to such Company Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. Except as set out above, all other terms and conditions of such Purchaser Replacement Option, including the conditions to and manner of exercising, will be the same as the Company Option so exchanged, and shall be governed by the terms of the Company LTIP, and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Purchaser Replacement Option and no certificates evidencing the Purchaser Replacement Options will be issued and the Purchaser Replacement Options shall be governed by and be subject to such certificates, other than as amended hereby. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a Purchaser Replacement Option. Therefore, in the event that the Purchaser Replacement Option In-The-Money Amount in respect of a Purchaser Replacement Option exceeds the Company Option In-The-Money Amount in respect of the Company Option for which it is exchanged, the number of Purchaser Shares which may be acquired on exercise of the Purchaser Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Purchaser Replacement Option In-The-Money Amount in respect of the Purchaser Replacement Option does not exceed the Company Option In-The-Money Amount in respect of the Company Option.

Section 3.2 Post Final Order Procedures

(1) Following the receipt of the Final Order, and in any event not later than the filing by the Company of the Articles of Arrangement with the Director and in any event no later than the Business Day prior to the Effective Date, the Purchaser shall deliver or arrange to be delivered to the Depositary the Purchaser Shares required to be issued to Former Shareholders, in accordance with the provisions of Section 3.1(b) thereof, which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Shareholders for distribution to such Former Shareholders (or, for greater certainty, to give effect to any withholding or remittance obligations in respect of taxes pursuant to Section 5.3 thereof) in accordance with the provisions of Article 5 thereof.

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(2) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Letter of Transmittal by a registered Former Shareholder together with certificates or DRS Advices representing Common Shares and such other documents as the Depositary may require, Former Shareholders shall be entitled to receive delivery of the certificates representing the Purchaser Shares to which they are entitled pursuant to Section 3.1(b) thereof.

Section 3.3 No Fractional Shares

In no event shall any holder of Common Shares be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to a person as consideration under or as a result of this Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be received by such securityholder shall be rounded down to the nearest whole Purchaser Share and no person will be entitled to any compensation in respect of a fractional Purchaser Share.

Section 3.4 U.S. Securities Act Exemption

Notwithstanding any provision herein to the contrary, the Purchaser and the Company agree that this Plan of Arrangement will be carried out with the intention that all Purchaser Shares issued to Former Shareholders and the Purchaser Replacement Options issued to Former Company Optionholders on completion of this Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and similar exemptions available under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement.

Article 4

DISSENT RIGHTS

Section 4.1 Rights of Dissent

Registered Shareholders may exercise dissent rights with respect to any of the Common Shares held by such holders ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA, as modified by the Interim Order and this Section 4.1, provided that, notwithstanding Section 185(6) of the OBCA, the written objection to the Arrangement Resolution contemplated by Section 185(6) of the OBCA must be sent to and received by the Company no later than 5:00 p.m. (Toronto time) at least two (2) Business Days before the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(a) and if they:

(a) ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such Common Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis

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as a non-dissenting holder of Common Shares and shall be entitled to receive only the Purchaser Shares contemplated by Section 3.1(b) that such Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

Section 4.2 Recognition of Dissenting Shareholders

(a) In no circumstances shall the Purchaser or the Company or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised.

(b) For greater certainty, in no case shall the Purchaser or the Company or any other person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a) and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Common Shares in respect of which they have exercised Dissent Rights, and the names of such Dissenting Shareholders shall be removed from the registers of holders of the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions under Part XIV of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (ii) any beneficial owner of Common Shares.

Article 5 CERTIFICATES AND PAYMENTS

Section 5.1 Payment of Consideration

(1) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate or DRS Advice that immediately prior to the Effective Time represented outstanding Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Former Shareholders represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, a certificate or DRS Advice representing the Purchaser Shares that such holder is entitled to receive in accordance with Section 3.1(b) hereof, less any amounts withheld, if any, pursuant to Section 5.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.

(2) Until surrendered as contemplated by this Section 5.1, each certificate or DRS Advice which immediately prior to the Effective Time represented Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a certificate or DRS Advice representing the Purchaser Shares that the holder of such certificate or DRS Advice is entitled to receive in accordance with Section 3.1(b) thereof, less any amounts withheld, if any, pursuant to Section 5.3. Any such certificate or DRS Advice formerly representing Common Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former

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holder of Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all certificates or DRS Advices representing the Common Shares shall be deemed to have been surrendered to the Company and consideration to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to the Company or any successor thereof for no consideration.

(3) Following the Effective Time, no holder of Common Shares shall be entitled to receive any consideration or entitlement with respect to such Common Shares, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1, this Section 5.1 and the other terms of this Plan of Arrangement, in each case subject to Section 5.3 hereof, and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

Section 5.2 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Common Shares which were exchanged or transferred in accordance with Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Common Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate representing the Purchaser Shares which the former holder of such Common Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder's Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Common Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Company, the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser and the Depositary may direct or otherwise indemnify the Company and the Purchaser in a manner satisfactory to the Company and the Purchaser against any claim that may be made against the Company or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.3 Withholding Rights

The Company, the Purchaser and the Depositary shall be entitled to deduct or withhold from any consideration or amount otherwise payable, issuable or deliverable to any Shareholder under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Article 4 thereof), such amounts as the Company, the Purchaser or the Depositary, as the case may be, may reasonably determine is required to be deducted and withheld with respect to such payment under any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Shareholder, as applicable, in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority, by or on behalf of the Company, the Purchaser, the Depositary or any other person, as the case may be. Each of the Company, the Purchaser, the Depositary or any other person that makes a payment under this Plan of Arrangement is hereby authorized to sell or otherwise dispose of such portion of the Purchaser Shares issuable to the holder as is necessary to provide sufficient funds to the Company, the Purchaser or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and the Purchaser or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Authority and shall remit to such holder any unapplied balance of the net proceeds of such sale. Any sale will be made at prevailing market

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prices and none of the Company, the Purchaser or the Depositary shall be under any obligation to obtain or indemnify any Shareholder in respect of a particular price for the Purchaser Shares so sold.

Section 5.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 5.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Shareholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Section 5.6 Other Company Securities

At the Effective Time, except as otherwise provided for in this Plan of Arrangement, each and every certificate, document, agreement or other instrument, if any, formerly representing any and all other securities of the Company that represents or may be exercised for, or converted into, shares or other securities of the Company shall be and shall be deemed to be cancelled, void and of no further force and effect without any further authorization, act or formality.

ARTICLE 6 AMENDMENTS

Section 6.1 Amendments to Plan of Arrangement

(1) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the Shareholders if and as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting provided that the Company or the Purchaser, as applicable, (subject to the Arrangement Agreement) shall have consented thereto with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court.

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(4) Any amendment, modification or supplement to this Plan of Arrangement may be made by the Purchaser and the Company without the approval or communication to the Court or Shareholders, provided that it concerns a matter that, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and does not have the effect of reducing the Consideration and is not otherwise adverse to the economic interest of any Shareholder.

(5) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any Former Shareholder.

(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Article 7

FURTHER ASSURANCES

Section 7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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Schedule "B"
ARRANGEMENT RESOLUTION
RESOLUTION OF THE SHAREHOLDERS
OF MAWSON FINLAND LIMITED

BE IT RESOLVED THAT:

(1) The arrangement (as it may be modified or amended, the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) involving Mawson Finland Limited (the "Company"), pursuant to the arrangement agreement between the Company and First Nordic Metals Corp. dated September 14, 2025 as it may be modified, supplemented or amended from time to time in accordance with its terms (the "Arrangement Agreement"), as more particularly described and set forth in the management information circular of the Company dated [●], 2025 (the "Circular"), and all transactions contemplated thereby, are hereby authorized, approved and adopted.

(2) The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the "Plan of Arrangement"), the full text of which is set out as Appendix [●] to the Circular, is hereby authorized, approved and adopted.

(3) The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby confirmed, ratified, authorized and approved.

(4) The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended).

(5) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered without further notice to or approval of any shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

(6) Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

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AI assistant

Goldsky Resources — M&A Activity 2025

47327_rns_2025-09-25_c0c2012b-ee8c-435c-b639-04f9aef60404.pdf

TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

ARTICLE 2

THE ARRANGEMENT

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

ARTICLE 4

COVENANTS

ARTICLE 5

ADDITIONAL AGREEMENTS

ARTICLE 6

TERM AND TERMINATION

ARTICLE 7

CONDITIONS PRECEDENT

ARTICLE 8

GENERAL

ADDENDA

ARRANGEMENT AGREEMENT

BETWEEN

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Section 1.9 Consent

Section 1.10 Schedules

ARTICLE 2

Section 2.1 The Arrangement

Section 2.2 Interim Order

Section 2.3 The Company Meeting

Section 2.4 Company Circular

Section 2.5 Final Order

Section 2.6 Court Proceedings

Section 2.7 Company LTIP Awards

Section 2.8 Articles of Arrangement and Effective Date

Section 2.9 Payment of Consideration

Section 2.10 U.S. Securities Law Matters

Section 2.11 Withholding Taxes

Section 2.12 Adjustment to Consideration and Exchange Ratio

Section 2.13 Tax Rollover

ARTICLE 3

Section 3.1 Representations and Warranties of the Company

Section 3.2 Representations and Warranties of the Purchaser

(bb) Employment Matters.

(cc) Health and Safety.

Section 3.3 Survival of Representations and Warranties

ARTICLE 4 COVENANTS

Section 4.1 Covenants of the Company Regarding the Conduct of Business

Section 4.2 Covenants of the Purchaser Regarding the Conduct of Business

Section 4.3 Access to Information

Section 4.4 Pre-Acquisition Reorganization

Section 4.5 Covenants of the Company Regarding the Arrangement

Section 4.6 Covenants of the Purchaser Regarding the Performance of Obligations

Section 4.7 Mutual Covenants

Section 4.8 Arrangement Subscription Receipt Financing

Section 4.9 Directors, Officers and Employees

Section 4.10 Indemnification and Insurance

Section 4.11 Public Communications

Section 4.12 Name Change

Section 4.13 Purchaser Consolidation

Section 4.14 Company Optionholder Consents

ARTICLE 5 ADDITIONAL AGREEMENTS

Section 5.1 Non-Solicitation

Section 5.2 Notification of Acquisition Proposals

Section 5.3 Responding to an Acquisition Proposal

Section 5.4 Right to Accept a Superior Proposal

Section 5.5 Breach by Subsidiaries and Representatives

Section 5.6 Termination Fees

Section 5.7 Expenses and Expense Reimbursement

ARTICLE 6

TERM AND TERMINATION

Section 6.1 Term

Section 6.2 Termination

Section 6.3 Effect of Termination/Survival

Section 6.4 Notice and Cure Provisions

ARTICLE 7

CONDITIONS PRECEDENT

Section 7.1 Mutual Conditions Precedent

Section 7.2 Additional Conditions Precedent to the Obligations of the Company

Goldsky Resources M&A Activity 2025