BUSINESS COMBINATION AGREEMENT

AMONG

GOOD2GO4 CORP.

-and-

1001542197 ONTARIO INC.

-and-

CRITICAL MINERALS AMERICAS INC.

MADE AS OF MARCH 30, 2026

ARTICLE 1 INTERPRETATION

1.01 Defined Terms 1
1.02 Headings 11
1.03 Extended Meanings 11
1.04 Statutory References 12
1.05 Accounting Principles 12
1.06 Currency 12
1.07 Schedules 12

ARTICLE 2 BUSINESS COMBINATION

2.01 Business Combination 12
2.02 Outstanding Warrants and Other Convertible Securities 14
2.03 Dissent Rights 15
2.04 Withholding Taxes 16

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CMAI

3.01 Incorporation and Registration 16
3.02 Subsidiaries 16
3.03 Bankruptcy, Etc. 17
3.04 Due Authorization, Etc. 17
3.05 Absence of Conflict 17
3.06 Capital Stock 17
3.07 Warrants and Other Convertible Securities 17
3.08 No Pre-Emptive Rights 18
3.09 Financial Statements 18
3.10 Absence of Changes 18
3.11 Internal Controls Over Financial Reporting 18
3.12 Ordinary Course 18
3.13 No Restrictions on Activities 18
3.14 Extent of Liabilities 19
3.15 Non-Arm's Length Transactions 19
3.16 No Guarantees 19
3.17 Intellectual Property 19
3.18 Assets 20
3.19 Mineral Permits 20
3.20 Technical Report 21
3.21 CMAI Material Contracts 22
3.22 Other Contracts 22
3.23 Taxes and Governmental Charges 22
3.24 Environmental Matters 23
3.25 Absence of Litigation, Etc. 23
3.26 Compliance with Laws 23

ii -

3.27 Authorizations and Consents ... 24
3.28 Employment Matters and Employee Plans ... 24
3.29 No Powers of Attorney ... 25
3.30 Insurance ... 25
3.31 Authorizations ... 25
3.32 Fees and Commissions ... 25
3.33 Books and Records ... 25
3.34 Restrictions on Business Combination ... 25

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF GFOR AND SUBCO ...26

4.01 Incorporation ... 26
4.02 Subsidiaries ... 26
4.03 Bankruptcy, Etc. ... 26
4.04 Due Authorization, Etc. ... 26
4.05 Absence of Conflict ... 27
4.06 Capital Stock ... 27
4.07 Options and Other Convertible Securities ... 27
4.08 Voting Agreements ... 27
4.09 Financial Statements ... 28
4.10 Absence of Changes ... 28
4.11 Internal Controls Over Financial Reporting ... 28
4.12 Ordinary Course ... 28
4.13 No Restrictions on Activities ... 28
4.14 Liabilities ... 28
4.15 Non-Arm’s Length Transactions ... 29
4.16 No Guarantees ... 29
4.17 GFOR Material Contracts ... 29
4.18 Other Contracts ... 29
4.19 Title to Property and Assets ... 29
4.20 Taxes and Governmental Charges ... 30
4.21 Absence of Litigation, Etc. ... 31
4.22 Compliance with Laws ... 31
4.23 Authorizations and Consents ... 31
4.24 Employment Matters and Employee Plans ... 31
4.25 No Powers of Attorney ... 32
4.26 Insurance ... 32
4.27 Authorizations ... 32
4.28 Fees and Commissions ... 33
4.29 Books and Records ... 33
4.30 Restrictions on Business Combination ... 33
4.31 Reporting Issuer Status ... 33
4.32 TSXV Policies ... 33
4.33 Expenses and Obligations ... 33
4.34 Share Issuance ... 33
4.35 Shareholder Approval ... 33
4.36 Public Disclosure Documents ... 34

iii -

4.37 No Misrepresentation...34
4.38 TSXV Listing...34
4.39 Information Supplied...34

ARTICLE 5 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.01 Survival of Covenants, Representations and Warranties...34

ARTICLE 6 COVENANTS...35

6.01 Access to CMAI...35
6.02 Access to GFOR...35
6.03 Confidentiality...35
6.04 Filings...37
6.05 Conduct of CMAI Prior to the Closing...37
6.06 Conduct of GFOR and Subco Prior to the Closing...40
6.07 Standstill of CMAI...42
6.08 Standstill of GFOR...42
6.09 Change to Directors and Officers of GFOR...43

ARTICLE 7 CONDITIONS OF CLOSING...43

7.01 Conditions in Favour of GFOR...43
7.02 Conditions in Favour of CMAI...45
7.03 Filing Articles...46
7.04 Further Assurances...47

ARTICLE 8 TERMINATION...47

8.01 Termination...47
8.02 Break Fees...47
8.03 Effect of Termination...49
8.04 Waivers and Extensions...49

ARTICLE 9 MISCELLANEOUS...49

9.01 Further Assurances...49
9.02 Transaction Costs...50
9.03 Time of the Essence...50
9.04 Public Announcements...50
9.05 Benefit of the Agreement...50
9.06 Entire Agreement...50
9.07 Amendments and Waivers...50
9.08 Assignment...51
9.09 Notices...51
9.10 Remedies Cumulative...52
9.11 Governing Law...52
9.12 Attornment...52

-iv-

9.13 Counterparts...52
9.14 Electronic Execution...52

SCHEDULES

Schedule A – Amalgamation Agreement
Schedule B – CMAI Disclosure Schedule
Schedule C – GFOR Disclosure Schedule
Schedule D – SBH Project Mineral Rights

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of the 30th day of March, 2026

AMONG:

GOOD2GO4 CORP., a corporation incorporated under the federal laws of Canada,

(hereinafter, called “GFOR”),

and -

1001542197 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario,

(hereinafter, called “Subco”),

and -

CRITICAL MINERALS AMERICAS INC., a corporation incorporated under the laws of the Province of Ontario,

(hereinafter, called “CMAI”),

WHEREAS GFOR is a capital pool company that is a reporting issuer in the provinces of British Columbia, Alberta and Ontario whose common shares are listed on the TSXV (as defined herein);

AND WHEREAS CMAI is engaged in the CMAI Business (as defined herein);

AND WHEREAS GFOR desires to acquire all of the issued and outstanding shares of CMAI by means of a three-cornered amalgamation among GFOR, CMAI and Subco as GFOR’s “Qualifying Transaction” pursuant to TSXV Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Policies;

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

ARTICLE 1 INTERPRETATION

1.01 Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ABCA” means the Business Corporations Act (Alberta), as amended;

“Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act;

“Affiliate” of any person means, at the time such determination is being made, any other person who has control or who is controlled by or under common control with such first person, where “control”

means the possession, directly or indirectly, of the power to direct the management and policies of a person through the legal or beneficial ownership of voting securities, the right to appoint directors or management, by contract, voting trust, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing;

“Agents” means Research Capital Corporation as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Hampton Securities Ltd.;

“Agreement” means this agreement, including its recitals and schedules, as amended from time to time;

“Alberta Metallic Minerals Royalty” means the royalty payable to the Crown pursuant to the Mines and Minerals Act (Alberta), as amended, and the regulations thereunder in respect of production of metallic and industrial minerals from Crown mineral leases in the Province of Alberta;

“Amalco” has the meaning set out in Section 2.01(e);

“Amalco Shares” means common shares in the capital of Amalco;

“Amalgamation” means the amalgamation of CMAI and Subco pursuant to Section 174 of the OBCA as contemplated by this Agreement;

“Amalgamation Agreement” means the amalgamation agreement in the form attached hereto as Schedule A to be entered into between CMAI and GFOR pursuant to Section 175 of the OBCA to effect the Amalgamation;

“APEX” means APEX Geoscience Ltd.;

“Articles of Amalgamation” means the articles of Amalgamation to be filed with the Director, in the form agreed to between GFOR and CMAI, each acting reasonably;

“Articles of Amendment” means the articles of amendment of GFOR to be filed under the CBCA on or prior to the Effective Date to effect the: (i) Name Change; and (ii) the Consolidation;

“Assets” means the assets, undertaking, property and rights of CMAI, of every kind and description and wheresoever situated, including the Contracts to which CMAI is a party or has rights or obligations under and all other assets and property that CMAI purports to own and all assets and property reflected as being owned by CMAI in its financial books and records;

“Authorization” means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Governmental Authority having jurisdiction including, but not limited to, environmental permits;

“Board Change” means the appointment of the new members to the board of directors of the Resulting Issuer;

“Business Combination” means the business combination among GFOR, Subco and CMAI pursuant to which CMAI Shareholders will receive GFOR Shares on the basis of one GFOR Share for each one CMAI Common Share held, and GFOR will become the parent company of Amalco;

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in City of Toronto, in the Province of Ontario;

"Canadian Jurisdictions" means each of the provinces of British Columbia, Alberta and Ontario;

"Canadian Securities Laws" means all applicable securities Laws in each of the Canadian Jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such provinces having the force of law;

"CBCA" means the Canada Business Corporations Act, as amended;

"CMAI" means Critical Minerals Americas Inc., a corporation incorporated under the OBCA;

"CMAI Break Fee" has the meaning set out in Section 8.02(a);

"CMAI Business" means the business of mining, mineral and resource exploration and development conducted by CMAI to advance development of long-term domestic supplies for critical minerals, metals, rare earth elements and other notable critical minerals such as lithium and scandium as of the date hereof as more particularly described in the Filing Statement;

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

"CMAI Disclosure Schedule" means the disclosure schedule attached as Schedule B to this Agreement;

"CMAI Dissent Procedures" means the dissent procedures provided to CMAI Shareholders pursuant to Section 185 of the OBCA;

"CMAI Dissenting Shareholder" means a registered CMAI Shareholder who dissents in respect of the Amalgamation in strict compliance with the CMAI Dissent Procedures;

"CMAI Financial Statements" means the audited consolidated financial statements of CMAI for the period from incorporation (September 2, 2022) to August 31, 2025 and the unaudited interim financial statements as at November 30, 2025 and as at February 28, 2026;

"CMAI Material Adverse Effect" means a material adverse effect on: (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders' equity of CMAI; or (ii) the ability of CMAI to complete the Business Combination and the Amalgamation; provided, however, that this will not include any fact, circumstance, event, change, effect, or occurrence: (A) relating to the global economy or securities markets in general; (B) affecting the Canadian mining industry in general and which does not have a materially disproportionate effect on CMAI; (C) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally (to the extent that such effect has not had a disproportionate effect on CMAI relative to other companies in the industries in which it carries on business); (D) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (E) changes in political conditions in Canada or any other country or region in the world (to the extent that such effect has not had a disproportionate impact on CMAI relative to other companies in the industries in which CMAI carries on business); (F) changes to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation; (G) acts of

war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on CMAI relative to other companies in the industries in which CMAI carries on business); (H) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on CMAI relative to other companies in the industries in which CMAI carries on business); (I) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (J) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (K) any actions or failure to take action, in each case, to which GFOR has in writing expressly approved, consented to or requested; (L) changes in law or other legal or regulatory conditions (or the interpretation thereof) (to the extent such change has not had a disproportionate impact on CMAI relative to other companies in the industries in which CMAI carries on business); or (M) any general outbreaks of sickness or pandemics, or similar event or the escalation thereof;

“CMAI Material Contracts” means: (i) every Contract to which CMAI is a party requiring payment by or to CMAI of an amount in any one year in the aggregate of $200,000; (ii) every Contract to which CMAI is a party that has or would reasonably be expected to have any material direct or indirect effect (by license, assignment or otherwise) on the Assets or the CMAI Business; and (iii) every Contract to which CMAI is a party with any directors, officers, shareholders, consultants or key employees of CMAI, but excluding employment Contracts;

“CMAI Ordinary Course” means, with respect to any actions taken by CMAI, that such action is consistent in carrying out the CMAI Business;

“CMAI Private Placement” means the brokered, best-efforts, private placement offering of HD Subscription Receipts, led by the Agents, for aggregate gross proceeds of up to $8,000,000, to be completed in one or more tranches on or before the Effective Date by CMAI;

“CMAI Shareholder” means holders of CMAI Common Shares;

“CMAI Shareholder Approval” has the meaning set forth in Section 6.05(c);

“CMAI Warrants” means the existing warrants to purchase CMAI Common Shares, and the HD Underlying Warrants to purchase the CMAI Common Shares pursuant to the CMAI Private Placement;

“Compelled Disclosure” has the meaning set out in Section 6.03(d)(ii);

“Confidential Information” has the meaning set out in Section 6.03(a);

“Consolidation” means the consolidation of Existing GFOR Shares on the basis of one (1) GFOR Share for seven point two (7.2) Existing GFOR Shares, or on such other consolidation ratio having regard for the valuations of GFOR and CMAI (post Private Placement), with GFOR’s valuation being equal to $1,000,000;

“Constating Documents” means, in respect of a body corporate, the articles and the by-laws, or other charter documents, together with any amendments thereto or replacements thereof;

"Contaminants" means any radioactive materials, asbestos materials, urea formaldehyde, hydrocarbon contaminants, underground or above-ground tanks, pollutants, contaminants, deleterious substances, dangerous substances or goods, hazardous, corrosive, or toxic substances, special waste or waste of any kind, or any other substance, the storage, manufacture, disposal, treatment, generation, use, transport, remediation, or Release into the environmental of which is prohibited, controlled, or regulated under Environmental Laws;

"Continuance" means the continuance of GFOR from the CBCA to the ABCA;

"Contract" means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (i) lease of personal property; (ii) unfilled purchase order; (iii) forward commitment for supplies or materials or other forward contract; (iv) derivative contract; and (v) restrictive agreement or negative covenant agreement;

"Crown" means His Majesty the King in Right of the Province of Alberta, including any ministry, department, agency or representative of the Government of Alberta acting on behalf of His Majesty in Right of the Province of Alberta with respect to the administration, ownership or collection of royalties relating to Crown minerals;

"Director" means the Director appointed under the OBCA;

"Disclosing Party" has the meaning set out in Section 6.03(a);

"Dissent Rights" mean the rights of the CMAI Dissenting Shareholders to dissent under section 185 of the OBCA with respect to the Amalgamation;

"Effective Date" means the effective date set forth in the certificate of amalgamation issued pursuant to the OBCA in respect of the Amalgamation;

"Effective Time" means the earliest moment on the Effective Date;

"Employee Plans" means, with respect to a party to this Agreement (the "Applicable Party"), all employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party and its Subsidiaries, maintained, funded or sponsored or required to be contributed to by the Applicable Party or a Subsidiary thereof, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Applicable Party or a Subsidiary thereof may have or would be reasonably expected to have any material Liability, contingent or otherwise, except for any statutory plans to which the Applicable Party or any of its Subsidiaries is obliged to contribute or comply with including the Canada/Québec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker's compensation or employment insurance legislation;

"Encumbrance" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance secures payment or performance of an obligation;

"Environmental Laws" means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Contaminants;

"Escrow Release Conditions" means pursuant to the Offering: (1) the completion of the Consolidation and the Name Change; (2) the receipt of all required shareholder and regulatory approvals, including without limitation, the conditional approval of the TSXV for the Listing and the Business Combination; (3) the completion, satisfaction or waiver of all conditions precedent to the Business Combination in accordance with this Agreement, to the satisfaction of the Agents, acting reasonably; (4) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada (other than escrow or lock-up applicable to the principals of the Resulting Issuer); (5) the representations and warranties of CMAI and GFOR contained in the agency agreement to be entered into in connection with the Offering being true and correct in all material respects, as if made on and as of the escrow release date; (6) in respect of the entitlement of holders of the FT Subscription Receipts to subscribe for the FT Units, the Business Combination shall have first closed; and (7) CMAI, GFOR and the Agents having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in (1) to (6) in this definition having been met or waived;

"Exchange Ratio" means, after giving effect to the Consolidation, an exchange ratio of 1:1, including one (1) GFOR Share to be issued by GFOR in exchange for one (1) CMAI Common Share pursuant to the Amalgamation;

"Existing GFOR Shares" means the common shares in the capital of GFOR as it currently exists (prior to giving affect to the Consolidation);

"Filing Statement" means the filing statement of GFOR describing the Transactions as accepted by the TSXV;

"FT Subscription Receipt" means the subscription receipts of GFOR at an issue price of $1.40 per FT Subscription Receipt issuable by GFOR pursuant to the GFOR Private Placement; each FT Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions to subscribe for one (1) FT Unit on a post-Consolidation basis;

"FT Underlying Share" means a flow-through common share that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act of the Resulting Issuer, on a post-Consolidation basis;

"FT Underlying Warrant" means a common share purchase warrant that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act of the Resulting Issuer that will entitle the holder to purchase one (1) Resulting Issuer Share, on a non-flow through basis, at an exercise price of $1.55 per GFOR Share, until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions;

"FT Unit" means a flow-through unit of GFOR on a post-Consolidation basis issued pursuant to the GFOR Private Placement consisting of one (1) FT Underlying Share and one-half of one FT Underlying Warrant;

"GFOR" means Good2Go4 Corp., a corporation incorporated under the CBCA;

"GFOR Break Fee" has the meaning set out in Section 8.02(b);

"GFOR Circular" means the management information circular of GFOR to be provided to the GFOR Shareholders in respect of the Transaction Resolutions and the other matters (if any) to be considered at the GFOR Meeting;

"GFOR Disclosure Schedule" means the disclosure schedule attached as Schedule C to this Agreement;

"GFOR Filing Statement" means the filing statement to be prepared by GFOR in accordance with Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction of the TSXV Corporate Finance Manual in respect of the Business Combination;

"GFOR Financial Statements" means the audited financial statements of GFOR for fiscal years ended June 30, 2025 and 2024;

"GFOR Material Adverse Effect" means a material adverse effect on: (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders' equity of GFOR and Subco, taken as a whole; (ii) the ability of Subco to complete the Amalgamation; or (iii) the ability of GFOR to complete the Amalgamation and the Business Combination; provided, however, that this will not include any fact, circumstance, event, change, effect, or occurrence: (A) relating to the global economy or securities markets in general; or (B) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally; (C) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (D) changes in political conditions in Canada or any other country or region in the world; (E) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world; (F) changes to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation (G) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world; (H) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (I) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (J) any actions or failure to take action, in each case, to which CMAI has in writing expressly approved, consented to or requested; (K) changes in law or other legal or regulatory conditions (or the interpretation thereof); or (L) any general outbreaks of sickness or pandemics, to the extent that there is any material adverse development related thereto after the date of this Agreement, or similar event or the escalation thereof;

"GFOR Meeting" means the annual and special meeting of the holders of Existing GFOR Shares to be held to approve, among other matters, the Transaction Resolutions and any and all adjournments or postponements of such meeting;

"GFOR Option" means an option to purchase an Existing GFOR Share;

"GFOR Ordinary Course" means, with respect to any actions taken by GFOR, that such action is consistent with the practices of a capital pool company in accordance with the policies of the TSXV;

"GFOR Plan" means the stock option plan for the directors, officers, employees and consultants of GFOR in effect on the date hereof;

"GFOR Private Placement" means the brokered, best-efforts, private placement offering of FT Subscription Receipts, led by the Agents, for aggregate gross proceeds of up to $8,000,000, to be completed in one or more tranches on or before the Effective Date by GFOR;

"GFOR Shares" means common shares in the capital of GFOR, after giving effect to the Consolidation;

"GFOR Shareholder" means holders of GFOR Shares;

"Governmental Authority" means: (i) any international, multinational, national, federal, provincial, state, municipal, local or other government or governmental or public ministry, department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasi-governmental body exercising any regulatory, expropriation or taxing authority; or (iv) any stock exchange or securities market;

"Governmental Charges" means all Taxes, customs, duties, rates, levies, assessments, reassessments and other charges, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which it is required by Law or Contract to pay, deduct, withhold, collect or remit to any Governmental Authority or other entities entitled to receive payment of such amounts, together with all penalties, interest and fines with respect thereto, payable to any Governmental Authority;

"HD Subscription Receipts" means the subscription receipts of CMAI at an issue price of $1.20 per HD Subscription Receipt issuable by CMAI pursuant to the CMAI Private Placement; each HD Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions to receive one Unit; each Unit will consist of one (1) CMAI Common Share and one-half of one HD Underlying Warrant;

"HD Underlying Warrant" entitles the holder to purchase one (1) Resulting Issuer Share at an exercise price of $1.55 per Resulting Issuer Share until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants;

"Intellectual Property" has the meaning set out in Section 3.17(a);

"knowledge of CMAI" means the actual knowledge of the Chief Executive Officer or the Chief Financial Officer of CMAI;

"knowledge of GFOR" means the actual knowledge of the Chief Executive Officer or the Chief Financial Officer of GFOR;

"Laws" means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements having the force of law of any Governmental Authority having jurisdiction over the matter and/or person then being referred to;

"Letter Agreement" means the amended and restated binding letter of intent between GFOR and CMAI with respect to, among other things, the Business Combination dated February 27, 2026;

"Liability" of any person means: (i) any right against such person to payment, whether or not such right is reduced to judgment, and whether or not the amount is liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, and whether or not the amount is fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

"Listing" has the meaning set out in Section 7.01(b);

"Mineral Permits" means the prospecting, exploration, Alberta Rock-Hosted Mineral Permits, leases or rights, mineral or mining claims, and other mineral property permits of whatever nature;

"Name Change" means the change of GFOR’s name to “Critical Minerals Americas Inc.”, or such other name as is acceptable to CMAI and the Director;

"OBCA" means the Business Corporations Act (Ontario), as amended;

"Offering" means together the GFOR Private Placement and the CMAI Private Placement;

"Owned Intellectual Property" has the meaning set out in Section 3.17(c);

"Permitted Encumbrances" means: (i) Encumbrances for Taxes not yet due and delinquent; (ii) inchoate or statutory Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Assets, provided that such Encumbrances are related to obligations not due or delinquent and in respect of which adequate holdbacks are being maintained as required by Law; and (iii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of CMAI, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

"Person" means any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Government;

"Provincial Mining Royalty" means any royalty payable to the Crown in respect of the production of metallic or industrial minerals from Crown mineral rights or leases in the Province of Alberta pursuant to the Mines and Minerals Act (Alberta), as amended, and the regulations thereunder;

"Public Record" means all information filed or to be filed by or on behalf of GFOR prior to the earlier of the Effective Date or the termination of this Agreement with any securities commission or regulatory authority in compliance, or intended compliance, with the continuous disclosure obligations applicable to a reporting issuer under applicable Laws;

"Recipient" has the meaning set out in Section 6.03(a);

10 -

"Release" includes any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal or dumping;

"Replacement Warrants" means the warrants to purchase Resulting Issuer Shares to be issued by the Resulting Issuer in exchange for the outstanding CMAI Warrants (including the HD Underlying Warrants) upon the completion of the Business Combination in accordance with this Agreement, exercisable on the same terms as the CMAI Warrants and the HD Underlying Warrants;

"Representatives" has the meaning set out in Section 6.03(a);

"Resulting Issuer" means GFOR at the Effective Date which, following completion of the Transactions, will be named "Critical Minerals Americas Inc.", or such other name as is acceptable to CMAI;

"Resulting Issuer Shares" means common shares in the capital of the Resulting Issuer;

"SBH Project" means the exploration project consisting of the nine (9) contiguous Alberta rock-hosted minerals permits collectively comprising an aggregate of 46,666 hectares located on the eastern slopes of the Birch Mountains of Northeastern Alberta, approximately 120 kilometres north of the city of Fort McMurray, Alberta, in the Athabasca oil sands region, as described in the Technical Report;

"SBH Project Mineral Permits" means all of the Mineral Permits in respect of the metals and minerals in or under the SBH Project as set out in the Technical Report;

"Subco" means 1001542197 Ontario Inc., a corporation incorporated under the OBCA and a wholly owned subsidiary of GFOR;

"Subsidiary" means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof or over which the specified body corporate holds more than 50% of the votes for the directors thereof and will include any body corporate, partnership, joint venture or other person (other than an individual) over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate;

"Tax" or "Taxes" means, in relation to any person, any and all taxes, whether or not referred to as taxes, (including any and all fines, interest and penalties in respect thereof) of any nature imposed, levied, withheld or assessed on or with respect to the income, profits, gross receipts, sales, capital, assets, real property, personal property, production, employees, payroll, benefit payments, purchases, payments, receipts or gains of such person (including, without limitation, any federal or state income, franchise or sales taxes, corporation capital tax, customs or excise duties or municipal license fees, withholding tax and any taxes and other deductions required to be paid or withheld from any payment made to any person) by Canada or any province thereof, the United States of America or any political subdivision or taxing authority thereof or therein, or by any other country or any political subdivision or taxing authority thereof or therein;

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

"Tax Returns" means all returns, declarations, reports, information returns and statements filed or required to be filed by any taxing authority relating to Taxes;

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"Technical Report" means the independent technical report regarding the SBH Project dated effective July 1, 2025 and entitled "NI 43-101 Technical Report on the SBH Property Birch Mountains, Athabasca Region, Alberta, Canada" prepared for CMAI by Mr. Michael Dufresne, M.Sc., P.Geol., P.Geo. and Mr. Roy Eccles, M.Sc., P.Geol., P.Geo. of APEX;

"Transaction Resolutions" means the resolutions to approve the Continuance, Consolidation, Name Change and Board Change;

"Transactions" means the transactions contemplated by, or in relation to, this Agreement including the Offering, the Amalgamation and the Business Combination;

"Transfer Agent" means TSX Trust Company, or such other transfer agent agreed to by the parties;

"TSXV" means the TSX Venture Exchange;

"Underlying Shares" means the CMAI Common Shares to be issued upon the conversion of the HD Subscription Receipts, in accordance with their terms, and which are to be exchanged for GFOR Shares pursuant to the Amalgamation on the basis of the Exchange Ratio;

"Underlying Securities" means collectively, the Underlying Shares, the FT Underlying Shares, the HD Underlying Warrants and the FT Underlying Warrants;

"Unit" means a unit of CMAI, issued to a holder pursuant to the CMAI Private Placement, consisting of one (1) CMAI Common Share and one-half of one HD Underlying Warrant;

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

"U.S. Person" means a "U.S. person" as defined in Regulation S under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933; and

1.02

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 "hereof", "hereunder" and similar expressions refer to this Agreement 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 Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03

Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limiting the generality of the foregoing".

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1.04 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.05 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.06 Currency

All references to currency herein are to the lawful money of Canada.

1.07 Schedules

The following are the Schedules to this Agreement:

Schedule A - Amalgamation Agreement
Schedule B - CMAI Disclosure Schedule
Schedule C - GFOR Disclosure Schedule
Schedule D - SBH Project Mineral Rights

ARTICLE 2 BUSINESS COMBINATION

2.01 Business Combination

(a) GFOR and CMAI agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among GFOR, Subco and CMAI.

(b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) CMAI shall, for the purpose of approving the Amalgamation, obtain the CMAI Shareholder Approval by way of a meeting of the shareholders of CMAI; and (ii) GFOR shall hold the GFOR Meeting for the purposes of approving, among other matters, the Transaction Resolutions and shall prepare and mail the GFOR Circular to the GFOR Shareholders.

(c) As soon as reasonably practicable following the approval of the Amalgamation by the CMAI Shareholders, GFOR shall pass a special resolution, as sole shareholder of Subco, approving the Amalgamation.

(d) Upon the approval of the Consolidation and the Name Change by the GFOR Shareholders in accordance with the requirements of the CBCA and prior

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to the Effective Time, GFOR shall complete and file the Articles of Amendment, in the prescribed form, giving effect to the Consolidation and to the Name Change, subject to the terms of this Agreement.

(e) Upon the approval of the Amalgamation by the CMAI Shareholders, CMAI and Subco will amalgamate, pursuant to the provisions of the OBCA, by jointly completing and filing Articles of Amalgamation with the Director, and shall continue as one corporation (“Amalco”) effective as at the Effective Time, giving effect to the Amalgamation subject to the terms of the Amalgamation Agreement, the form of which is set forth in Schedule A attached hereto.

(f) As at the Effective Time, and as a result of the Amalgamation:

(i) each holder of CMAI Common Shares (other than the CMAI Dissenting Shareholders described in Section 2.01(h)) shall receive one fully paid and non-assessable GFOR Share for each CMAI Common Share held, following which all such CMAI Common Shares shall be deemed to be cancelled;

(ii) GFOR shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by GFOR, following which all such Subco Shares shall be deemed to be cancelled;

(iii) in consideration of the issuance of the GFOR Shares pursuant to Section 2.01(f)(i), Amalco shall issue to GFOR one Amalco Share for each GFOR Share issued;

(iv) GFOR shall add to the stated capital maintained in respect of the GFOR Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the CMAI Common Shares immediately prior to the Effective Time (less the paid-up capital of any CMAI Common Shares held by dissenting CMAI Shareholders who do not exchange their CMAI Common Shares for GFOR Shares on the Amalgamation);

(v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and CMAI Common Shares immediately prior to the Effective Time;

(vi) no fractional GFOR Shares shall be issued upon the exchange of the CMAI Common Shares; the number of the GFOR Shares to be received by a holder of the CMAI Common Shares will be rounded up to the nearest whole GFOR Share, in the event that the former holder of CMAI Common Shares is entitled to receive a fractional share representing 0.5 or more of a GFOR Share and be rounded down to the nearest whole GFOR Share, in the event that the former holder of CMAI Common Shares is entitled to receive a fractional share representing less than 0.5 of a GFOR Share; and

(vii) Amalco will become a wholly owned subsidiary of GFOR.

(g) As at the Effective Time:

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(i) subject to subsection 2.01(f), the registered holders of the CMAI Common Shares shall become the registered holders of the GFOR Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of the CMAI Common Shares shall be entitled to receive and, as soon as reasonably practicable following the Effective Time, shall receive from the Transfer Agent, without any further action on the part of a holders of CMAI Common Shares, share certificates or direct registration statements (DRS) representing the number of the GFOR Shares to which they are so entitled; and

(ii) GFOR shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions thereof.

(h) As at the Effective Time, each CMAI Common Share held by a CMAI Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Section 2.03 hereof, the name of such holder shall be removed from the central securities register as a holder of the CMAI Common Shares and such CMAI Dissenting Shareholder will cease to have any rights as a CMAI Shareholder other than the right to be paid the fair value of its CMAI Common Shares in accordance with Section 2.03.

(i) If a CMAI Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a CMAI Shareholder are otherwise reinstated, such holder’s CMAI Common Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by subsection 2.01(f)(i).

(j) Subject to the approval of the Transaction Resolutions by the GFOR Shareholders in accordance with the requirements of the CBCA and immediately following the Effective Time, GFOR shall complete and file the Articles of Amendment and make such applications and complete and file such other Continuance documentation required under the CBCA and the ABCA, in the prescribed form, giving effect to the Consolidation, the Name Change and the Continuance upon and subject to the terms of this Agreement.

(k) GFOR Shares will only be issued to U.S. Persons that are deemed to be Accredited Investors and shall be “restricted securities” as defined in Rule 144(a)(3) of the U.S. Securities Act and shall bear a legend in customary form restricting re-sale and transfer without registration under the U.S. Securities Act unless pursuant to an available exemption from registration under the U.S. Securities Act.

2.02

Outstanding Warrants and Other Convertible Securities

At the Effective Time:

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(a) each CMAI Warrant (including the HD Underlying Warrants issued pursuant to the CMAI Private Placement) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Warrant to purchase from the Resulting Issuer the number of Resulting Issuer Shares equal to: (i) the Exchange Ratio multiplied by (ii) the number of CMAI Common Shares subject to such CMAI Warrant immediately prior to the Effective Date. Such Replacement Warrant shall provide for an exercise price per Resulting Issuer Share (rounded up to the nearest whole cent) equal to: (y) the exercise price per CMAI Common Share otherwise purchasable pursuant to such CMAI Warrant, divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Warrants of a particular holder being exercisable for a number of Resulting Issuer Shares that includes a fractional Resulting Issuer Share, the total number of Resulting Issuer Shares subject to such holder’s total Replacement Warrants shall be rounded down to the nearest whole number of Resulting Issuer Shares. All terms and conditions of a Replacement Warrant, including the term to expiry, conditions to and manner of exercising, will be the same as the CMAI Warrant (including the HD Underlying Warrants issued pursuant to the CMAI Private Placement) for which it was exchanged, and any certificate or warrant certificate previously evidencing the CMAI Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant, and:

(i) each holder of CMAI Warrants shall cease to be the holder of CMAI Warrants, or have any rights as a holder of such CMAI Warrants (other than to receive Replacement Warrants in accordance with the Business Combination);

(ii) each name of a holder of CMAI Warrants shall be removed from the register of CMAI Warrants maintained by or on behalf of CMAI; and

(iii) all CMAI Warrants exchanged pursuant to this Section 2.02(a) shall be cancelled; and

(b) the GFOR Options outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such GFOR Option) to reflect the Consolidation (including the number of GFOR Shares issuable thereunder and the exercise price of each GFOR Option).

2.03

Dissent Rights

Registered CMAI Shareholders may exercise rights of dissent (the “Dissent Rights”) from the Amalgamation pursuant to and in the manner set forth under Section 185 of the OBCA, provided that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their CMAI Common Shares, which fair value shall be the fair value of such shares as at the close of business on the day prior to CMAI obtaining the CMAI Shareholder Approval, shall be paid an amount equal to such fair value by Amalco; and

(b) are ultimately not entitled, for any reason, to be paid fair value for their CMAI Common Shares shall be deemed to have participated in the Amalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of CMAI Common Shares and shall be entitled to receive only the consideration contemplated in subsection 2.01(f)(i) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised the Dissent Rights;

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but in no case shall GFOR, Subco or CMAI or any other Person be required to recognize holders of the CMAI Common Shares who exercise the Dissent Rights as holders of CMAI Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of CMAI Common Shares who exercise the Dissent Rights shall be deleted from the register of CMAI Shareholders as at the Effective Time. In no circumstances shall GFOR, Subco, CMAI or any other Person be required to recognize a Person exercising the Dissent Rights unless such Person is a registered holder of CMAI Common Shares in respect of which such Dissent Rights are sought to be exercised. A registered holder of the CMAI Common Shares is not entitled to exercise the Dissent Rights with respect to the CMAI Common Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Amalgamation.

2.04 Withholding Taxes

GFOR, Subco or CMAI, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable to any Person pursuant to the transactions contemplated by this Agreement such Taxes or other amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each as amended; to the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authority.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CMAI

CMAI represents and warrants to GFOR as follows except as set forth in the CMAI Disclosure Schedule and acknowledges and confirms that GFOR is relying on such representations and warranties in connection with its entering into of this Agreement.

3.01 Incorporation and Registration

CMAI is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a CMAI Material Adverse Effect. Neither the nature of its activities or the CMAI Business nor the location or character of the Assets owned, operated or leased by CMAI require CMAI to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a CMAI Material Adverse Effect. No proceedings have been instituted or are pending for the dissolution or liquidation of CMAI.

3.02 Subsidiaries

CMAI does not have any interest in any body corporate, partnership, joint ventures or other entity or person. CMAI is not a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Business Combination and the SBH Project, or as otherwise disclosed in the CMAI Disclosure Schedule.

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3.03 Bankruptcy, Etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by CMAI or, to the knowledge of CMAI, are pending against CMAI and CMAI is, in the CMAI Ordinary Course, able to pay its debts and other obligations.

3.04 Due Authorization, Etc.

Subject to the requisite shareholder approvals: (i) CMAI has all necessary corporate power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement and to undertake the Business Combination; and (ii) this Agreement has been duly authorized, executed and delivered by CMAI and constitutes a valid and binding obligation of CMAI enforceable against it in accordance with its terms, subject to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

3.05 Absence of Conflict

The entering into, and the performance by CMAI of the transactions contemplated in, this Agreement:

(a) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under applicable securities legislation or the rules of the TSXV and any approval or authorization under the OBCA for the Business Combination and the Amalgamation;

(b) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on CMAI, where such contravention would reasonably be expected to have a CMAI Material Adverse Effect; and

(c) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of: (i) the Constating Documents of CMAI, or any resolution of the directors or shareholders of CMAI; or (ii) any Contract to which CMAI is a party or by which the Assets or the CMAI Business is bound or affected; or (iii) any judgment, decree or order or any term or provision thereof applicable to CMAI or any of the Assets or the CMAI Business, which breach, conflict or default would reasonably be expected to have a CMAI Material Adverse Effect or to result in the creation of any Encumbrance upon any of the Assets.

3.06 Capital Stock

The authorized capital of CMAI consists of an unlimited number of common shares of which 25,378,334 CMAI Common Shares are issued and outstanding as at the date hereof. All of the issued shares of CMAI have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of CMAI.

3.07 Warrants and Other Convertible Securities

Except for the holders of 1,567,500 CMAI Warrants, the issuance of up to 6,666,666 HD Subscription Receipts (or up to 6,666,666 Underlying Shares and up to 3,333,333 HD Underlying Warrants as

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are issuable upon conversion thereof pursuant to the terms thereof) pursuant to the CMAI Private Placement, no person has or will have any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from CMAI of any interest in any of the outstanding shares or securities of CMAI, or for the issue or allotment of any unissued shares in the capital of CMAI or any other security directly or indirectly convertible into or exchangeable for such shares in the capital of CMAI.

3.08 No Pre-Emptive Rights

No holder of securities of CMAI is entitled to any pre-emptive or similar right to subscribe for securities of CMAI.

3.09 Financial Statements

The CMAI Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

(a) the balance sheets included in such CMAI Financial Statements fairly present, in all material respects, the financial condition of CMAI on the respective dates thereof; and

(b) the statements of operations and deficit included in the CMAI Financial Statements fairly present, in all material respects, the results of operations of CMAI for the fiscal periods then ended.

3.10 Absence of Changes

Since December 31, 2025, there has not been any material adverse change in the CMAI Business and the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of CMAI considered on a consolidated basis.

3.11 Internal Controls Over Financial Reporting

To the knowledge of CMAI, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in CMAI's internal control over financial reporting. Since December 31, 2025, and prior to the date of this Agreement, CMAI has received no (x) complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of CMAI regarding questionable accounting or auditing matters.

3.12 Ordinary Course

Since December 31, 2025, except for the transactions contemplated by this Agreement, the CMAI Business has been carried on in the CMAI Ordinary Course.

3.13 No Restrictions on Activities

CMAI is not party to or bound or affected by any commitment, Contract or document containing any covenant which in any way expressly limits the freedom of CMAI to compete in any line of business, or to use, transfer or move any of its Assets or operations, or which materially or adversely affects the business practices, operations or condition of CMAI.

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3.14 Extent of Liabilities

Other than expenses incurred in connection with the Business Combination and in the CMAI Ordinary Course, CMAI has no Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the CMAI Financial Statements.

3.15 Non-Arm’s Length Transactions

Except as disclosed in the CMAI Financial Statements:

(a) CMAI has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of CMAI or any other person with whom CMAI is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses; and

(b) Except for the loan from Darscom Inc., evidenced by a promissory note dated March 24, 2025, CMAI is not a party to any contract or agreement with any director, officer, employee, or shareholder of CMAI or any other person with whom CMAI is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate of any of the foregoing, other than employment agreements entered into in the CMAI Ordinary Course and agreements evidencing the CMAI Warrants granted to date.

3.16 No Guarantees

CMAI is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other person, except as disclosed in the CMAI Financial Statements.

3.17 Intellectual Property

(a) CMAI owns all rights in or has obtained valid and enforceable licenses or other rights to use, the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other intellectual property (“Intellectual Property”) necessary to carry on its respective business as currently carried on or proposed to be carried on, free and clear of all Encumbrances, except for the Permitted Encumbrances.

(b) To the knowledge of CMAI, there are no third parties who have, or will be able to establish, rights (including any license) to any trade-mark applications, trade-mark registrations, patent applications or patents owned by CMAI (or rights in the subject matter of such trade-mark applications, trade-mark registrations, patent applications or patents) in such a manner that would reasonably be expected to have a CMAI Material Adverse Effect.

(c) CMAI has not received any written notice of: (i) any infringement by third parties of any Intellectual Property owned by CMAI (“Owned Intellectual Property”); (ii) any conflict with a third party whereby it is alleged that CMAI infringes or otherwise violates any Intellectual Property of others; (iii) any conflict with a third party whereby CMAI’s rights in or to any Owned Intellectual Property or the validity or scope of any Owned Intellectual Property is challenged, which infringement or conflict (if the subject of any unfavourable decision, ruling or finding), would reasonably be expected to have a CMAI Material Adverse Effect.

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(d) Except in respect of Owned Intellectual Property that is not material to the business of CMAI as currently carried on or as proposed to be carried on, there is no application for registration of any Owned Intellectual Property with respect to which there has been a determination of unregisterability, and, to the knowledge of CMAI, there are no facts which would form a reasonable basis for such determination.

(e) To the knowledge of CMAI, there is no Intellectual Property held by others that would prevent the development, manufacture, use, sale, lease, license and service of products now existing or under development by CMAI, other than those sourced from third parties.

3.18

Assets

(a) The CMAI Business is the only business carried on by CMAI. The Assets include all assets, rights, Authorizations and property necessary to conduct the CMAI Business immediately after the Business Combination in the same manner it is currently conducted, except as would not reasonably be expected to have a CMAI Material Adverse Effect.

(b) CMAI has good and marketable title to all of the Assets, free and clear of any and all claims and Encumbrances whatsoever other than Permitted Encumbrances.

(c) No person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from CMAI of any of the Assets.

(d) The buildings, facilities, structures, infrastructure, equipment, and other tangible personal property of CMAI are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. To CMAI’s knowledge, other than in the CMAI Ordinary Course there are no material maintenance expenditures required to be made as of the date hereof that are necessary in order to maintain CMAI’s current operations.

3.19

Mineral Permits

(a) Schedule D to this Agreement sets forth a complete list of nine (9) Alberta Rock-Hosted Mineral Permits.

(b) The information set forth in Schedule D to this Agreement relating to the SBH Project Mineral Permits is true, complete and correct, and accurately depicts and describes the information therein, including geographic location, Mineral Permit identification, registered owner, approximate area covered, date granted (as applicable) and date of expiry (as applicable).

(c) To the knowledge of CMAI, the SBH Project Mineral Permits are currently registered and recorded in the name of CMAI, as set out in Schedule D to this Agreement as to a 100% undivided legal interest, free and clear of all Encumbrances (except for Permitted Encumbrances) and such Mineral Permits are valid and in good standing with respect to the performance of all obligations thereon or in respect thereof (including payment of mining duties, performance of minimum assessment work and filing of reports with respect to minimum assessment work) required under applicable Laws, other than the Provincial Mining Royalty due to the Province of Alberta levied against production revenues and the Alberta Metallic Minerals Royalty reserved to the Crown.

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(d) All municipal, provincial, state, territorial and federal taxes and levies of any kind whatsoever in respect of the ownership and use of all of the SBH Project Mineral Permits which were due and payable by CMAI have been paid and satisfied.

(e) To the knowledge of CMAI, there are no proceedings or litigation or claims or granted claims by any aboriginal peoples under any legislation concerning or potentially affecting the whole or any part of the SBH Project Mineral Permits, nor are any such proceedings or claims pending or threatened in any court or tribunal.

(f) CMAI is not engaged in any litigation or arbitration proceedings in respect of the SBH Project Mineral Permits or any part thereof or arising out of claims for personal injuries or property damage of a material nature relating thereto.

(g) CMAI has no notice of any caveats, objections or complaints affecting any of the SBH Project Mineral Permits except those noted in Schedule D to this Agreement, and is not aware of any circumstances currently in existence which could reasonably be expected to give rise to such a caveat, objection or complaints.

(h) There is no suit, action, litigation, investigation, claim, complaint, grievance or proceeding, including appeals and applications for review, in progress, or to the best of CMAI’s knowledge, pending or threatened, against or relating to the SBH Project Mineral Permits or the SBH Project before any court, arbitration panel or Governmental Authority which, if determined adversely to CMAI would, materially and adversely affect the SBH Project Mineral Permits or the SBH Project.

(i) Subject only to the rights of any Government Authority having jurisdiction, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other product mined, produced, removed or otherwise recovered from the SBH Project Mineral Permits.

(j) To the knowledge of CMAI, there are no restrictions to access the SBH Project Mineral Permits by farming activity, mining activity or any other activity that may restrict the conduct of exploration activities at the SBH Project.

(k) Conditions on and relating to the SBH Project Mineral Permits respecting all past and current operations conducted thereon by CMAI, are in material compliance with all applicable Laws, including all Environmental Laws, and CMAI has not received any notice and are not aware of any non-compliance with applicable Laws, including Environmental Laws, in respect of activities or operation by any other person.

(l) CMAI has not received any notice of expropriation of all or any part of the SBH Project Mineral Permits, nor does CMAI have knowledge of any expropriation proceeding pending or threatened against or affecting all or any part of the SBH Project Mineral Permits nor of any discussions or negotiations which could lead to any such expropriation.

3.20

Technical Report

CMAI has no reason to believe that either the information provided to Mr. Michael Dufresne, M.Sc., P.Geol., P.Geo. and Mr. Roy Eccles, M.Sc., P.Geol., P.Geo. of APEX in connection with the preparation of the Technical Report or the Technical Report was not complete and accurate in all material respects as at the effective date of such report and has no knowledge of a material change in the information

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contained in the Technical Report at the date of this Agreement. CMAI has provided Mr. Michael Dufresne, M.Sc., P.Geol., P.Geo. and Mr. Roy Eccles, M.Sc., P.Geol., P.Geo. of APEX all material information regarding land descriptions, facilities and infrastructure, ownership and operations, future development plans and historical technical and operating data respecting the SBH Project, as at the effective date of such report. To CMAI’s knowledge, since the effective date of the Technical Report, there has not been any material change to any of the facts or opinions reported in the Technical Report.

3.21 CMAI Material Contracts

As at the date of this Agreement, all of the CMAI Material Contracts are set out in Section 3.21, all such CMAI Material Contracts are valid and subsisting agreements, enforceable in accordance with their terms, and can be fulfilled and performed in all material respects by CMAI in the CMAI Ordinary Course. Each such CMAI Material Contract is unamended since being made available to GFOR, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by CMAI under any CMAI Material Contract. To the knowledge of CMAI, no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by any other party to any such CMAI Material Contract, CMAI is not alleged to be in default of any of the provisions of such CMAI Material Contracts, and CMAI is not aware of any disputes with respect thereto.

3.22 Other Contracts

Other than the CMAI Material Contracts, CMAI is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a CMAI Material Adverse Effect.

3.23 Taxes and Governmental Charges

(a) As of the date of this Agreement, CMAI has:

(i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a CMAI Material Adverse Effect), and all such Tax Returns and reports are true, correct, and complete in all material respects;

(ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of CMAI;

(iii) duly and correctly reported all income and other amounts required to be reported;

(iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and

(v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or

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contribution or other amount would not reasonably be expected to have a CMAI Material Adverse Effect.

(b) The CMAI Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on CMAI, or its property or rights, arising out of operations on or before December 31, 2025, regardless of whether such amounts are payable before or after the Effective Date.

(c) No deficiency in payment of any Taxes for any period has been asserted against CMAI by any Governmental Authority and remains unsettled at the date hereof.

(d) No Tax Return of CMAI is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by CMAI (including the time for filing of Tax Returns or paying Taxes). To the knowledge of CMAI there are no pending requests for any such waivers, extensions, or comparable consents. CMAI has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a CMAI Material Adverse Effect.

(e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of CMAI, contemplated against CMAI in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes.

(f) CMAI has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to CMAI, and CMAI is not aware of any such investigation, audit or visit planned for the next twelve months.

3.24 Environmental Matters

Except for such matters as would not reasonably be expected to have a CMAI Material Adverse Effect, CMAI has not received inquiry from or notice of a pending investigation or threatened investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws.

3.25 Absence of Litigation, Etc.

There is not now in progress, pending or, to CMAI’s knowledge, threatened or contemplated against or affecting CMAI, or any of its assets or properties, or any officer or director thereof in their capacity as an officer or director, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority, which if determined adversely to CMAI would reasonably be expected to have a CMAI Material Adverse Effect.

3.26 Compliance with Laws

The CMAI Business has been, and is now being, conducted and all of the Assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a CMAI Material Adverse Effect, and no written notices have been received by CMAI that the CMAI Business is not being conducted or that any of such Assets are not being

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used in compliance with all applicable Laws other than any non-compliance that would not reasonably be expected to have a CMAI Material Adverse Effect.

3.27 Authorizations and Consents

(a) Except for the approval of the TSXV contemplated in Section 7.02(h), no Authorization or declaration or filing with any Governmental Authority on the part of CMAI is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.

(b) No consent, approval or waiver is required pursuant to the terms of any CMAI Material Contract for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.

3.28 Employment Matters and Employee Plans

(a) There are no Contracts, written or oral, between CMAI on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by CMAI to provide services in connection with the Business Combination and the Offering) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.

(b) CMAI does not have any Employee Plans of any nature whatsoever, nor has CMAI ever had any such plans.

(d) CMAI has operated and is currently operating in compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a CMAI Material Adverse Effect and there have been no employment related complaints against CMAI.

(e) To the knowledge of CMAI, there are no complaints or threatened complaints against CMAI before any employment standards branch or tribunal or human rights commission or tribunal, nor, any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.

(f) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon CMAI to do or refrain from doing any act or place a material financial obligation on CMAI.

(g) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of CMAI, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to CMAI.

(h) Neither the execution and delivery of this Agreement nor the performance of the obligations of CMAI thereunder will entitle any current or former employee of CMAI to any severance pay, bonus or other similar payment.

3.29 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by CMAI to any third party to bind CMAI to any Contract, Liability or obligation.

3.30 Insurance

CMAI maintains director and officer liability insurance, and currently does not have (nor has CMAI ever had) any insurance of any nature whatsoever relating to it, the Assets or the CMAI Business.

3.31 Authorizations

CMAI has all Authorizations necessary to conduct the CMAI Business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a CMAI Material Adverse Effect. CMAI is not in default under, nor has received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto; or (b) to enable CMAI to hold and enjoy the same immediately after the Effective Date in the conduct of the CMAI Business as conducted prior to the Effective Date.

3.32 Fees and Commissions

CMAI is not a party to or bound by any Contract to pay any royalty, license fee or management fee, except for the CMAI Material Contracts. Except for the issuance of securities of CMAI to the Agents pursuant to the Offering, no broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from CMAI or GFOR in connection with this Agreement.

3.33 Books and Records

Complete and correct copies of the Constating Documents, and of all amendments thereto, of CMAI have been previously delivered to GFOR. The corporate records and minute books of CMAI contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders thereof, since the date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings duly signed. Except as reflected in such minute books, there are no minutes of meetings or consents in lieu of meetings of the board of directors (or its committees) or of the shareholders of CMAI.

3.34 Restrictions on Business Combination

Except to the extent that CMAI must comply with the policies of the TSXV and applicable Laws, CMAI is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict CMAI from entering into and completing the Business Combination.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF GFOR AND SUBCO

GFOR and Subco jointly and severally represent and warrant to CMAI as follows and acknowledge and confirm that CMAI is relying on such representations and warranties in connection with its entering into of this Agreement:

4.01 Incorporation

Each of GFOR and Subco is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a GFOR Material Adverse Effect. Neither the nature of its activities or business nor the location or character of the assets owned, operated or leased by GFOR require it to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a GFOR Material Adverse Effect. No proceedings have been instituted or are pending for the dissolution or liquidation of GFOR or Subco.

4.02 Subsidiaries

Except for its ownership of all of the outstanding shares of Subco, GFOR does not have any interest in any body corporate, partnership, joint ventures or other entity or person. None of GFOR or Subco is a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Business Combination. GFOR is the sole registered holder and beneficial owner of 100% of the issued and outstanding shares in the capital of Subco, free and clear of all Encumbrances, claims or demands of any kind whatsoever other than Permitted Encumbrances. All of such shares and securities have been fully authorized and validly issued and in the case of shares are outstanding as fully paid and non-assessable shares. No other securities of Subco are issued and outstanding.

4.03 Bankruptcy, Etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by GFOR or Subco or, to the knowledge of GFOR, are pending against GFOR or Subco.

4.04 Due Authorization, Etc.

Subject to the requisite shareholder approvals: (i) each of GFOR and Subco has all necessary corporate power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement and to undertake the Business Combination; and (ii) this Agreement has been duly authorized, executed and delivered by each of GFOR and Subco and constitutes a valid and binding obligation of each of GFOR and Subco enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

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4.05 Absence of Conflict

The entering into, and the performance by GFOR and Subco of the transactions contemplated in, this Agreement:

(a) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under applicable securities legislation or the rules of the TSXV and any approval or authorization under the CBCA that may be required for the Continuance, Consolidation, the Name Change and the Business Combination;

(b) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on GFOR or Subco, where such contravention would reasonably be expected to have a GFOR Material Adverse Effect; and

(c) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of: (i) the Constating Documents of GFOR or Subco, or any resolution of the directors or shareholders of GFOR or Subco; or (ii) any Contract to which GFOR or Subco is a party or by which the assets or the business of GFOR is bound or affected; or (iii) any judgment, decree or order or any term or provision thereof applicable to GFOR or Subco or any of the assets or the business of GFOR, which breach, conflict or default would reasonably be expected to have a GFOR Material Adverse Effect or to result in the creation of any Encumbrance upon any of the assets of GFOR.

4.06 Capital Stock

Prior to the Consolidation, the authorized share capital of GFOR consists of an unlimited number of common shares without nominal or par value, of which 6,000,000 Existing GFOR Shares are issued and outstanding as fully paid and non-assessable shares in the capital of GFOR.

4.07 Options and Other Convertible Securities

Except for the holders of 600,000 GFOR Options to purchase Existing GFOR Shares exercisable at a price of $0.10 per share until October 26, 2031 that were issued pursuant to the GFOR Plan, the issuance of up to 5,714,285 FT Subscription Receipts (or 5,714,285 FT Underlying Shares and 2,857,143 FT Underlying Warrants as are issuable upon conversion thereof pursuant to the terms thereof) pursuant to the GFOR Private Placement, no person has or will have any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from GFOR of any interest in any of the outstanding shares or securities of GFOR, or for the issue or allotment of any unissued shares in the capital of GFOR or any other security directly or indirectly convertible into or exchangeable for such shares in the capital of GFOR.

4.08 Voting Agreements

GFOR is not a party to any agreement nor, to GFOR’s knowledge, is there any agreement, which in any manner affects the voting control of any of the securities of GFOR.

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4.09 Financial Statements

The GFOR Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

(a) the balance sheets included in such GFOR Financial Statements fairly present, in all material respects, the financial condition of GFOR on the respective dates thereof; and

(b) the statements of operations and deficit included in the GFOR Financial Statements fairly present, in all material respects, the financial performance and its cash flows of GFOR for the fiscal periods then ended.

4.10 Absence of Changes

Except as set out in the GFOR Financial Statements, since December 31, 2025 there has not been any material adverse change in the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of GFOR that would reasonably be expected to have a GFOR Material Adverse Effect.

4.11 Internal Controls Over Financial Reporting

To the knowledge of GFOR, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in GFOR’s, internal control over financial reporting. Since December 31, 2025 and prior to the date of this Agreement, GFOR has received no (x) complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of GFOR regarding questionable accounting or auditing matters.

4.12 Ordinary Course

Since incorporation, GFOR has carried on no business other than those permitted by TSXV Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Policies, and except as set out in the GFOR Financial Statements and except for the transactions contemplated by this Agreement, GFOR has carried on its business in the GFOR Ordinary Course and GFOR has not carried on any business or entered into any contract, commitment or agreement of any sort whatsoever other than as disclosed in the Public Record.

4.13 No Restrictions on Activities

GFOR is not a party to or bound or affected by any commitment, Contract or document containing any covenant which in any way expressly limits the freedom of GFOR to compete in any line of business, or to use, transfer or move any of its assets or operations, or which materially or adversely affects the business practices, operations or condition of GFOR, respectively, and taken as a whole.

4.14 Liabilities

Other than expenses incurred in connection with the Business Combination and in the GFOR Ordinary Course, GFOR has no outstanding Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the GFOR Financial Statements.

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4.15 Non-Arm’s Length Transactions

Except as disclosed in the GFOR Financial Statements:

(a) GFOR has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of GFOR or any other person with whom GFOR is not dealing at arm’s length (within the meaning of the Tax Act or any Affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses; and

(b) GFOR is not a party to any contract or agreement with any director, officer, employee, or shareholder of GFOR or any other person with whom GFOR is not dealing at arm’s length (within the meaning of the Tax Act or any Affiliate of any of the foregoing), other than agreements evidencing the GFOR Options granted pursuant to the GFOR Plan.

4.16 No Guarantees

GFOR is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other person.

4.17 GFOR Material Contracts

Section 4.17 of the GFOR Disclosure Schedule sets forth a true and complete list of all Contracts to which GFOR is a party or by which GFOR is bound which is material to GFOR. Each such Contract is a valid and subsisting agreement, enforceable in accordance with the terms thereof and can be fulfilled and performed in all material respects by GFOR in the GFOR Ordinary Course. Each such Contract is unamended, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by GFOR under any such Contract. To the knowledge of GFOR, no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by any other party to any such Contract, GFOR is not alleged to be in default of any of the provisions of such Contracts, and GFOR is not aware of any disputes with respect thereto.

4.18 Other Contracts

GFOR is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a GFOR Material Adverse Effect.

4.19 Title to Property and Assets

GFOR and Subco have no material property or assets except as set forth in the GFOR Financial Statements.

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4.20 Taxes and Governmental Charges

(a) As of the date of this Agreement, GFOR has:

(i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a GFOR Material Adverse Effect), and all such Tax Returns and reports are true, correct and complete in all material respects;

(iii) duly and correctly reported all income and other amounts required to be reported;

(iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and

(b) The GFOR Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on GFOR, or its property or rights, arising out of operations on or before December 31, 2025, regardless of whether such amounts are payable before or after the Effective Date.

(c) No deficiency in payment of any Taxes for any period has been asserted against GFOR by any Governmental Authority and remains unsettled at the date thereof.

(d) No Tax Return of GFOR is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by GFOR (including the time for filing of Tax Returns or paying Taxes). To the knowledge of GFOR there are no pending requests for any such waivers, extensions, or comparable consents. GFOR has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a GFOR Material Adverse Effect.

(e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of GFOR, contemplated against GFOR in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes.

(f) GFOR has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to GFOR, and GFOR is not aware of any such investigation, audit or visit planned for the next twelve months.

4.21 Absence of Litigation, Etc.

There is not now in progress, pending or, to GFOR’s knowledge, threatened or contemplated against or affecting GFOR or Subco, or any of its assets or properties, or any officer or director thereof in their capacity as an officer or director thereof, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority, which if determined adversely to GFOR, individually or in the aggregate, would reasonably be expected to have a GFOR Material Adverse Effect.

4.22 Compliance with Laws

The business of GFOR has been, and is now being, conducted and all of its assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a GFOR Material Adverse Effect, and no written notices have been received by GFOR that the business of GFOR is not being conducted or that any of such assets are not being used in compliance with all applicable Laws other than any non-compliance that would not reasonably be expected to have a GFOR Material Adverse Effect.

4.23 Authorizations and Consents

(a) Except for the approval of the TSXV contemplated in Section 7.01(i) of this Agreement, no Authorization or declaration or filing with any Governmental Authority on the part of GFOR is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.

(b) No consent, approval or waiver is required pursuant to the terms of any material Contract to which GFOR is a party for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.

4.24 Employment Matters and Employee Plans

(a) GFOR does not have any employees or independent contractors (other than professional advisors engaged by GFOR to provide services in connection with the Business Combination).

(b) There are no Contracts, written or oral, between GFOR and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by GFOR to provide services in connection with the Business Combination) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.

(c) Except for the GFOR Plan, a copy of which has been provided to CMAI, GFOR does not have any Employee Plans of any nature whatsoever nor has it ever had any such plans.

(d) GFOR is operating in full compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and

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employment equity legislation other than such non-compliance which would not reasonably be expected to have a GFOR Material Adverse Effect and there have been no employment-related complaints against GFOR.

(e) To the knowledge of GFOR, there are no complaints or threatened complaints against GFOR before any employment standards branch or tribunal or human rights commission or tribunal, nor, any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.

(f) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon GFOR to do or refrain from doing any act or place a material financial obligation on GFOR.

(g) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of GFOR, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to GFOR.

(h) Neither the execution and delivery of this Agreement nor the performance of the obligations of GFOR thereunder will entitle any current or former employee of GFOR to any severance pay, bonus or other similar payment.

4.25 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by GFOR to any third party to bind GFOR to any Contract, Liability or obligation.

4.26 Insurance

GFOR does not have (nor has it ever had) any insurance of any nature whatsoever relating to it, its assets, its business, or its directors or officers.

4.27 Authorizations

GFOR has all Authorizations necessary to conduct its business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a GFOR Material Adverse Effect. GFOR is not in default under, nor have it received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto; or (b) to enable GFOR to hold and enjoy the same immediately after the Effective Date in the conduct of its business as conducted prior to the Effective Date.

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4.28 Fees and Commissions

GFOR is not a party to or bound by any Contract to pay any royalty, license fee or management fee. No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from GFOR in connection with this Agreement.

4.29 Books and Records

The corporate records and minute books of GFOR contain or, at or prior to the Business Combination will contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.

4.30 Restrictions on Business Combination

Except to the extent that GFOR must comply with the policies of the TSXV and applicable Laws, GFOR is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict GFOR from entering into and completing the Business Combination.

4.31 Reporting Issuer Status

GFOR is a “reporting issuer” in each of the Canadian Jurisdictions within the meaning of the Canadian Securities Laws, is in material compliance with its obligations as a reporting issuer, and none of the British Columbia Securities Commission, the Alberta Securities Commission or the Ontario Securities Commission, the TSXV or other Governmental Authority has issued any order preventing the Business Combination or the trading of any securities of GFOR other than in connection with the Business Combination.

4.32 TSXV Policies

GFOR is in compliance with all policies and requirements of the TSXV, including without limitation TSXV Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Policies, and has not carried on any business or activities except as permitted thereby.

4.33 Expenses and Obligations

GFOR has no obligations or commitments to incur any expenses of any sort whatsoever from the date hereof until completion of the Business Combination other than general administrative expenses consistent with past practice and expenses relating to the completion of the Business Combination.

4.34 Share Issuance

Subject to applicable Canadian Securities Laws and the rules and policies of the TSXV, GFOR has the full and lawful right and authority to issue the GFOR Shares to the CMAI Shareholders, in connection with the Business Combination, and upon issuance such shares will be validly issued as fully paid and non-assessable common shares in the capital of GFOR free and clear of all Encumbrances.

4.35 Shareholder Approval

To the best of GFOR’s knowledge, none of the Non-Arm’s Length Parties (as defined in Policy 1.1 – Interpretation of the TSXV Corporate Finance Policies) to GFOR (as defined for the purposes of

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the TSXV policies) have any direct or indirect interest in CMAI or its Assets, or any other relationship which would result in the Business Combination requiring approval by GFOR’s shareholders under the policies of the TSXV.

4.36 Public Disclosure Documents

GFOR is current in the filing of all public disclosure documents required to be filed by GFOR under applicable Canadian Securities Laws and the TSXV rules (including all Contracts required by Canadian Securities Laws to be filed by GFOR), there are no filings that have been made thereunder on a confidential basis and all of such filings comply with the requirements of all applicable Canadian Securities Laws except where such non-compliance has not and would not reasonably be expected to have a GFOR Material Adverse Effect.

4.37 No Misrepresentation

No portion of the Public Record contained a misrepresentation (as such term is defined in the Securities Act (Ontario)) as at its date of public dissemination or as at the date thereof.

4.38 TSXV Listing

The Existing GFOR Shares are listed for trading on the TSXV under the trading symbol “GFOR.P” and the TSXV has accepted notice of the GFOR Plan.

4.39 Information Supplied

None of the information regarding GFOR or its assets or business that was supplied by GFOR specifically for inclusion or incorporation by reference into the GFOR Filing Statement, will, at the time of initial submission of the GFOR Filing Statement to the TSXV, or at the time of any amendment or supplement thereof, as amended or supplemented at such date or time, contain any misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.

ARTICLE 5

SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.01 Survival of Covenants, 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 Business Combination 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 5.01 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.

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ARTICLE 6

COVENANTS

6.01 Access to CMAI

CMAI will forthwith make available to GFOR and its authorized representatives and, if requested by GFOR, provide a copy to GFOR of, all title documents, Contracts, financial statements, Constating Documents, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information or data relating to CMAI and the CMAI Business. CMAI will afford GFOR and its authorized representatives every reasonable opportunity to have access during normal business hours to the CMAI Business and the property, assets, undertaking, records and documents of CMAI. At the request of GFOR, CMAI will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the CMAI Business and any property of CMAI or to enable GFOR or its authorized representatives to obtain full access to all files and records relating to CMAI and any of the assets of CMAI maintained by Governmental Authorities. At GFOR’s request, CMAI will co-operate with GFOR in arranging any such meetings as GFOR should reasonably request with:

(a) employees of CMAI;
(b) persons who have or have had a business relationship with CMAI; and
(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to CMAI who have knowledge of matters relating to CMAI and the CMAI Business.

6.02 Access to GFOR

GFOR will forthwith make available to CMAI and its authorized representatives and, if requested by CMAI, provide a copy to CMAI of, all title documents, Contracts, financial statements, Constating Documents, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information or data relating to GFOR and its business. GFOR will afford CMAI and its authorized representatives every reasonable opportunity to have access, during normal business hours, to its business and the property, assets, undertaking, records and documents of GFOR. At the request of CMAI, GFOR will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of its business and any property of GFOR or any of its subsidiaries or to enable CMAI or its authorized representatives to obtain full access to all files and records relating to GFOR or any of its subsidiaries and any of the assets of GFOR or any of its subsidiaries maintained by Governmental Authorities. At CMAI’s request, GFOR will co-operate with CMAI in arranging any such meetings as CMAI should reasonably request with:

(a) employees, directors and officers of GFOR;
(b) persons who have or have had a business relationship with GFOR; and
(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to GFOR who have knowledge of matters relating to GFOR and its business.

6.03 Confidentiality

(a) Each party hereto agrees that it shall keep strictly confidential and shall not disclose, copy, reproduce or distribute, or cause or permit to be disclosed, copied, reproduced or distributed

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any information concerning another party hereto (the “Disclosing Party”), its business, operations, assets and liabilities, that was obtained from another party hereto (or such party’s Representatives) including pursuant to Sections 6.01 and 6.02 hereof, respectively (the “Confidential Information”) to anyone except: (i) the receiving party’s (the “Recipient”) directors, officers, employees, Affiliates and advisors (the “Representatives”) to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this Agreement; or (ii) as otherwise consented to in writing by Disclosing Party. Each Recipient shall use its best efforts to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement.

(b) Prior to the Effective Date, each Recipient and its Representatives shall not use or cause to be used any Confidential Information for any purpose other than in connection with evaluating, negotiating or advising in connection with the transactions contemplated herein, and at no time shall a Recipient or its Representatives otherwise use or cause to be used any Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its shareholders.

(c) Each Recipient shall instruct its Representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance with this Agreement. The Recipient is liable for any breach of the obligations under this Agreement committed by its Representatives.

(d) Notwithstanding the foregoing,

(i) the obligations of the Recipient under this Section 6.03 shall not apply to any information that (A) is publicly available or becomes publicly available through no action or fault of the Recipient, (B) was already in the Recipient’s possession or known to Recipient prior to being disclosed or provided to the Recipient by or on behalf of the Disclosing Party, provided that the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect thereto, (C) is obtained by the Recipient from a third party, provided, that, such third party has the lawful right to disclose the Confidential Information or (D) is independently developed by the Recipient without reference to the Confidential Information; and

(ii) a Recipient may disclose Confidential Information if and to the extent legally required or compelled to do so by applicable law or in any governmental, administrative or judicial process (the “Compelled Disclosure”). The Recipient shall provide the Disclosing Party with prompt written notice of any request or requirement for Compelled Disclosure and shall co-operate with the Disclosing Party as the latter may reasonably and lawfully request with respect to the form, timing and nature of any Compelled Disclosure or seeking a protective order or other appropriate remedy. The Recipient may disclose only such Confidential Information as is specifically required or compelled to be disclosed and shall continue to use his or its best efforts to preserve the confidentiality of the Confidential Information.

(e) Upon the termination or rescission of this Agreement, each Recipient will promptly, if requested to do so by the Disclosing Party, return to the Disclosing Party or destroy all

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Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.

(f) Each Recipient hereby agrees that its failure or threat of failure to perform any obligation or duty which it has agreed to perform under this Agreement may cause irreparable harm to the Disclosing Party, which harm cannot be adequately compensated for by monetary damages. It is further agreed by each Recipient that an order of specific performance, injunctive relief or other equitable relief (or any combination thereof) against the Recipient in the event of a breach or default, or the threat of a breach or default, under the terms of this Agreement would be equitable and would not work a hardship on the Recipient and accordingly, in such event the Disclosing Party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right to commence an action against the Recipient either to compel specific performance by, or to obtain injunctive relief or other equitable relief (or any combination thereof) against, the Recipient, with respect to any such event.

(g) Each Recipient acknowledges that the Recipient is aware, and shall advise his or its Representatives, that Canadian Securities Laws prohibit any person who has received material non-public information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other person.

6.04 Filings

(a) GFOR and CMAI shall prepare and file, or cause to be filed, any filings required under any applicable Laws, or the rules and policies of the TSXV or other Governmental Authorities relating to the Business Combination and the Amalgamation, and shall provide on a timely basis such information to each other as is necessary to complete such filings. CMAI, with its counsel, will be responsible for preparing first drafts of all material documentation related to the Business Combination and the Amalgamation required and CMAI agrees to pay all TSXV filing and listing fees.

(b) GFOR covenants and agrees to take, in a timely manner, all commercially reasonable actions and steps necessary in order that effective as at the Effective Date: (i) the GFOR Shares, including for greater certainty, the GFOR Shares issuable pursuant to the Business Combination, be listed and posted for trading on the TSXV; (ii) when received, GFOR shall provide CMAI with copies of the conditional and final approval of the TSXV respecting the Business Combination and the listing and posting for trading of the additional GFOR Shares to be issued pursuant to the Business Combination; and (iii) the distribution of the GFOR Shares to the shareholders of CMAI upon the Business Combination is exempt from the prospectus and registration requirements of the Canadian Securities Laws.

6.05 Conduct of CMAI Prior to the Closing

Without in any way limiting any other obligations of CMAI hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, CMAI will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to: (i) consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; (ii) comply with all

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provisions of this Agreement; and (iii) cooperate with GFOR in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct Business in the Ordinary Course. CMAI will conduct the CMAI Business and its operations and affairs only in the CMAI Ordinary Course, and CMAI will not, without the prior written consent of GFOR, take any action or enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of CMAI contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein. For greater certainty, the foregoing will not restrict CMAI from entering into agreements to complete, and completing, any direct or indirect property acquisitions that it, in its sole discretion, considers appropriate;

(b) Material Adverse Effects. CMAI shall notify GFOR of any CMAI Material Adverse Effect;

(c) Corporate Action. CMAI will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Business Combination and the transactions contemplated hereby, and to cause all necessary meetings of directors and shareholders of CMAI to be held for such purpose. In particular, CMAI will use its commercially reasonable efforts to obtain the approval of its shareholders for the Amalgamation, in accordance with the OBCA (the "CMAI Shareholder Approval") prior to the completion of the Business Combination. CMAI will not, in connection with the CMAI Shareholder Approval, mail or otherwise transmit any information circular or form of proxy or other solicitation material to any person in the United States except to the CMAI Shareholders resident in the United States as at the record date of the meeting of CMAI Shareholders where CMAI Shareholder Approval will be sought, to the extent that CMAI Shareholder Approval will be sought at a meeting of the CMAI Shareholders;

(d) Regulatory Consents. CMAI will use its commercially reasonable efforts to obtain, prior to the completion of the Business Combination, from all appropriate Governmental Authorities, all Authorizations required as a condition of the lawful consummation of the Business Combination, including the provision of reasonable assistance to GFOR to obtain the approval of the TSXV, and will effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities in connection with the same; and

(e) Contractual Consents. CMAI will give all notices and use its commercially reasonable efforts to obtain all waivers, consents and approvals required under any Contract to which CMAI is a party or by which it is bound to consummate the transactions contemplated in this Agreement.

(a) Restrictive Covenants. CMAI shall not, directly or indirectly:

(i) amend its Constating Documents except as necessary to consummate the Business Combination;

(i) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its shares or other securities, or any right, option or warrant with respect thereto, except for the

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issuance of securities in connection with the CMAI Private Placement or pursuant to the transactions contemplated in this Agreement;

(ii) split, combine or reclassify any of its securities or declare, pay or make any dividend or other distribution on its shares, or distribute any of its properties or assets to any person;

(iii) enter into or amend any employment contracts with any director, officer or key employee, create or amend any Employee Plan, make any increases in the base compensation, bonuses, paid vacation time allowed or benefits for its directors, officers, employees or consultants;

(iv) hire or dismiss any employees whose total annual compensation exceeds $50,000 in the aggregate;

(v) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any person, partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets;

(vi) create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;

(vii) make any material change in accounting procedures or practices;

(viii) mortgage, pledge or hypothecate any of its assets, or subject them to any Encumbrance, other than a Permitted Encumbrance;

(ix) enter into any Contract or arrangement granting any rights to purchase or lease any of its assets or requiring the consent of any person to the transfer, assignment or lease of any of its assets;

(x) sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets;

(xi) cancel, waive or compromise any debts or claims, including accounts payable to and receivable from Affiliates;

(xii) enter into any other material transaction or any amendment of any Contract or Authorization which is material to its business;

(xiii) settle any outstanding claim, dispute, litigation matter, or tax dispute;

(xiv) transfer any assets to any of its shareholders or any of their subsidiaries or Affiliates or assume any indebtedness or Liability from a shareholder or any of their subsidiaries or Affiliates or enter into any other related party transactions;

(xv) enter into any material Contract regarding its business operations, including any joint venture, partnership or other arrangement;

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(xvi) fail to pay or satisfy when due any Liability where the failure to do so would have an CMAI Material Adverse Effect; or
(xvii) enter into any agreement or understanding to do any of the foregoing.

6.06
Conduct of GFOR and Subco Prior to the Closing

Without in any way limiting any other obligations of GFOR and Subco hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, GFOR and Subco will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to: (i) consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, (ii) comply with all provisions of this Agreement, and (iii) cooperate with CMAI in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct Business in the Ordinary Course. GFOR and Subco will not carry on any business other than to pursue the Business Combination, and GFOR and Subco will not, without the prior written consent of CMAI, take any action, enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of GFOR or Subco contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein;

(b) Material Adverse Effects. GFOR and Subco shall notify CMAI of any GFOR Material Adverse Effect;

(c) Corporate Action. GFOR and Subco will use commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Business Combination and to cause all necessary meetings of directors and shareholders of GFOR and Subco to be held for such purpose.

(d) Consolidation and Name Change. GFOR will use its commercially reasonable efforts to complete the Consolidation and the Name Change immediately prior to the completion of the Business Combination;

(e) Restrictive Covenants. GFOR and Subco shall not, directly or indirectly:

(i) amend its Constating Documents except as necessary to carry out the Consolidation and the Name Change;

(ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its shares or other securities, or any right, option or warrant with respect thereto, except for the issuance of securities in connection with the GFOR Private Placement or pursuant to the transactions contemplated in this Agreement;

(iii) split, combine or reclassify any of its securities or declare, pay or make any dividend or other distribution on its shares, or distribute any of its properties or assets to any person, except the Consolidation;

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(iv) enter into or amend any employment contracts with any director, officer or key employee, create or amend any Employee Plan, make any increases in the base compensation, bonuses, paid vacation time allowed or benefits for its directors, officers, employees or consultants;

(v) hire or dismiss any employees whose total annual compensation exceeds $50,000 in the aggregate;

(vi) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any person, partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets;

(vii) create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;

(viii) make any material change in accounting procedures or practices;

(ix) mortgage, pledge or hypothecate any of its assets, or subject them to any Encumbrance, other than a Permitted Encumbrance;

(x) enter into any Contract or arrangement granting any rights to purchase or lease any of its assets or requiring the consent of any person to the transfer, assignment or lease of any of its assets;

(xi) sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets;

(xii) cancel, waive or compromise any debts or claims, including accounts payable to and receivable from Affiliates;

(xiii) enter into any other material transaction or any amendment of any Contract or Authorization which is material to its business;

(xiv) settle any outstanding claim, dispute, litigation matter, or tax dispute;

(xv) transfer any assets to any of its shareholders or any of their subsidiaries or Affiliates or assume any indebtedness or Liability from a shareholder or any of their subsidiaries or Affiliates or enter into any other related party transactions;

(xvi) enter into any material Contract regarding its business operations, including any joint venture, partnership or other arrangement;

(xvii) fail to pay or satisfy when due any Liability where the failure to do so would have a GFOR Material Adverse Effect; or

(xviii) enter into any agreement or understanding to do any of the foregoing.

(f) Regulatory Consents. GFOR will use its commercially reasonable efforts to obtain, prior to the Business Combination, from all appropriate Governmental Authorities, the Authorizations required as a condition of the lawful consummation of the transactions

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contemplated by this Agreement including the approval of the TSXV, and will effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities in connection with the same;

(g) Contractual Consents. GFOR will give any notices and use its commercially reasonable efforts to obtain all waivers, consents and approvals required under any Contract to which GFOR is a party or by which it is bound to consummate the transactions contemplated hereby; and

(h) Contracts. GFOR will not, without the prior written consent of CMAI (such consent not to be unreasonably withheld or delayed), enter into any new Contract or amend the terms of any existing Contract to which it is a party except for the Contracts necessary to carry out the transactions contemplated in this Agreement.

6.07

Standstill of CMAI

Unless and until this Agreement is terminated pursuant to the terms hereof, CMAI agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any Confidential Information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any offer, shareholder proposal, "business combination" or "takeover bid," exempt or otherwise, within the meaning of the Canadian Securities Laws, for securities or assets of CMAI (other than pursuant to the Offering), nor to undertake any transaction or negotiate any transaction which would be or potentially could reasonably be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event that CMAI, including any of its officers or directors, receives any form of offer or inquiry, CMAI shall forthwith (and in any event within one Business Day following receipt) notify GFOR of such offer or inquiry and provide GFOR with such details as it may request.

6.08

Standstill of GFOR

Unless and until this Agreement is terminated pursuant to the terms hereof, GFOR agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any Confidential Information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any offer, shareholder proposal, "business combination", "takeover bid," or "qualifying transaction", exempt or otherwise, within the meaning of the Canadian Securities Laws or the TSXV Corporate Finance Manual, as applicable, for securities or assets of GFOR, nor to undertake any transaction or negotiate any transaction which would be or potentially could reasonably be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit

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any of its officers or directors to do so, except as required by statutory obligations. In the event GFOR, including any of its officers or directors, receives any form of offer or inquiry, GFOR shall forthwith (and in any event within one Business Day following receipt) notify CMAI of such offer or inquiry and provide CMAI with such details as it may request.

6.09 Change to Directors and Officers of GFOR

Upon the completion of the Business Combination:

(a) all of the directors of GFOR will resign and there will be appointed in their place as directors of GFOR such persons as CMAI shall designate; and

(b) all of the officers of GFOR will resign and there will be appointed in their place as officers of GFOR such persons as CMAI shall designate.

ARTICLE 7

CONDITIONS OF CLOSING

7.01 Conditions in Favour of GFOR

The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of GFOR, to be fulfilled or performed at or prior to the Effective Time:

(a) Constating Documents and Certificate of Corporate Existence. GFOR shall have received from CMAI: (i) a copy of the Constating Documents of CMAI, certified by a duly authorized officer of CMAI, to be true and complete as of the Effective Date; and (ii) a certificate or the equivalent, dated not more than three (3) days prior to the Effective Date, of the jurisdiction of incorporation of CMAI as to the corporate good standing thereof.

(b) TSXV Listing. The TSXV shall have conditionally approved the listing of the common shares of the Resulting Issuer, and all conditions shall be satisfied or are capable of being satisfied or waived in connection therewith (the "Listing").

(c) Required Approvals. CMAI shall have obtained the approval of its board of directors and shareholders, in accordance with the OBCA, for this Agreement and the Transactions contemplated hereby, as applicable.

(d) Proof of Corporate Action. GFOR shall have received from CMAI a copy, certified by a duly authorized officer thereof to be true and complete as of the Effective Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement and the Transactions contemplated hereby.

(e) Representations and Warranties. Other than the representations and warranties of CMAI set out in Sections 3.06 and 3.07 herein (which may change as a result of the issuance of additional securities or direct or indirect acquisitions of properties), the representations and warranties of CMAI contained in this Agreement will be true and correct at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event they will be true as of such earlier date, or except as affected by transactions specifically permitted or contemplated by this Agreement, or except for any failures or breaches of representations and warranties which, individually or in the aggregate,

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would not reasonably be expected to result in a CMAI Material Adverse Effect or prevent or delay the completion of the Business Combination or other Transactions contemplated herein), and certificates of the Chief Financial Officer of CMAI dated the Effective Date will have been delivered to GFOR confirming the foregoing.

(f) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by CMAI at or before the Effective Time will have been complied with or performed (except to the extent that the failure to comply with such covenants has not resulted in or would not result in, individually or in the aggregate, a CMAI Material Adverse Effect or prevent or delay the completion of the Business Combination or the other Transactions contemplated herein) and certificates of the Chief Financial Officer of CMAI dated the Effective Date will have been delivered to GFOR confirming the foregoing.

(g) Share Capital. Except for securities issued in connection with the CMAI Private Placement and as disclosed in Section 3.06 of the CMAI Disclosure Schedule, the share capital of CMAI shall consist of the number of issued and outstanding shares as set out herein, and the number of other convertible securities shall be as set forth in Section 3.06 of the CMAI Disclosure Schedule.

(h) Private Placements. The Offering shall have been completed prior to the Effective Date.

(i) Regulatory Consents. There will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by CMAI and GFOR to consummate the Business Combination, including the approval of the TSXV for the Business Combination and for the listing on the TSXV of the Resulting Issuer Shares issuable pursuant to the Business Combination (including the exercise of the Replacement Warrants issued in replacement for or in lieu of the CMAI Warrants pursuant to the terms of this Agreement).

(j) Exchange Escrow. On completion of the Business Combination, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV.

(k) Contractual Consents. CMAI will have given or obtained the notices, consents and approvals referred to in subsection 6.05(e), as applicable, in each case in form and substance satisfactory to GFOR, acting reasonably.

(l) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated hereby, or the right of GFOR, Subco or CMAI to conduct, expand and develop their business.

(m) No CMAI Material Adverse Effect. There will have been no CMAI Material Adverse Effect since the date hereof and a certificate of the Chief Financial Officer of CMAI dated the Effective Date to that effect will have been delivered to GFOR.

(n) Resignation and Releases. CMAI shall have received: (i) the resignations effective as of the Effective Date, of such directors and officers of GFOR as CMAI may designate; and (ii) releases in favour of GFOR and its affiliates from each such resigning director and officer, in each case in form and substance satisfactory to CMAI, acting reasonably.

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(o) Dissent Rights. The Dissent Rights will not have been exercised in respect of a total number of CMAI Common Shares which would, if such shares were converted into GFOR Shares pursuant to the Business Combination, exceed 10% of the GFOR Shares outstanding upon completion of the Business Combination.

Any such condition (other than Section 7.01(c)) may be waived in whole or in part by GFOR without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.02 Conditions in Favour of CMAI

The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of CMAI, to be fulfilled or performed at or prior to the Effective Time:

(a) Constating Documents and Certificate of Corporate Existence. CMAI shall have received: (i) a copy of the Constating Documents of each of GFOR and Subco, certified by a duly authorized officer of GFOR and Subco, as the case may be, to be true and complete as of the Effective Date; and (ii) a certificate or the equivalent, dated not more than three (3) days prior to the Effective Date, of the jurisdiction of incorporation of each of GFOR and Subco as to the corporate good standing thereof.

(c) Required Approvals. Each of GFOR and Subco shall have obtained the approval of its board of directors, and if required or permitted by the CBCA and the OBCA, its shareholders, for this Agreement and the Transactions contemplated hereby, including evidence of approval required by the required majority by the GFOR Shareholders of the Transaction Resolutions.

(d) Proof of Corporate Action. CMAI shall have received from each of GFOR and Subco a copy, certified by a duly authorized officer thereof to be true and complete as of the Effective Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement and the Transactions contemplated hereby.

(e) Continuance, Consolidation and Name Change. The Continuance, Consolidation and the Name Change will have been completed.

(f) Representations and Warranties. The representations and warranties of GFOR contained in this Agreement will be true and correct at the Effective Time (prior to giving effect to the Consolidation), with the same force and effect as if such representations and warranties were made at and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event they will be true as of such earlier date, or except as affected by transactions specifically permitted or contemplated by this Agreement, or except for any failures or breaches of representations and warranties which, individually or in the aggregate, would not reasonably be expected to result in a GFOR Material Adverse Effect or prevent or delay the completion of the Business Combination or other Transactions contemplated herein), and a certificate of the Chief Executive Officer and the Chief Financial Officer of GFOR dated the Effective Date will have been delivered to CMAI confirming the foregoing.

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(g) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by GFOR at or before the Effective Time will have been complied with or performed (except to the extent that the failure to comply with such covenants has not resulted in or would not result in, individually or in the aggregate, a GFOR Material Adverse Effect or prevent or delay the completion of the Business Combination or the other Transactions contemplated herein), and a certificate of the Chief Executive Officer and the Chief Financial Officer of GFOR dated the Effective Date will have been delivered to CMAI confirming the foregoing.

(h) Regulatory Consents. There will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by CMAI and GFOR to consummate the Business Combination, including the approval of the TSXV for the Business Combination and for the listing on the TSXV of the Resulting Issuer Shares issuable pursuant to the Business Combination (including the exercise of the Replacement Warrants issued in replacement for or in lieu of the CMAI Warrants pursuant to the terms of this Agreement), in each case in form and substance satisfactory to CMAI, acting reasonably.

(i) Contractual Consents. GFOR will have given or obtained the notices, consents and approvals referred to in subsection 6.06(g), in each case in form and substance satisfactory to GFOR, acting reasonably.

(j) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated hereby, or the right of GFOR, Subco or CMAI to conduct, expand and develop their business.

(k) GFOR Material Adverse Effect. There will have been no GFOR Material Adverse Effect and a certificate of the Chief Executive Officer and the Chief Financial Officer of GFOR dated the Effective Date to that effect will have been delivered to CMAI.

(l) Release by Directors and Officers. Each of the directors and officers of GFOR that resigns as contemplated in Section 6.09 will have executed and delivered releases in favour of GFOR in form and substance satisfactory to CMAI, acting reasonably.

(m) Private Placements. The Offering shall have been completed prior to the Effective Date.

(n) Dissent Rights. The Dissent Rights will not have been exercised in respect of a total number of CMAI Common Shares which would, if such shares were converted into GFOR Shares pursuant to the Business Combination, exceed 10% of the GFOR Shares outstanding upon completion of the Business Combination.

Any such condition (other than Section 7.02(c)) may be waived in whole or in part by CMAI without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.03 Filing Articles

CMAI and GFOR will jointly file with the Director, Articles of Amalgamation and such other documents as may be required to complete the Business Combination as soon as practical and in any event within one (1) Business Day after all conditions set out in Sections 7.01 and 7.02 have been satisfied or waived.

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7.04 Further Assurances

Each party to this Agreement covenants and agrees that, from time to time prior to and subsequent to the Business Combination, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

ARTICLE 8 TERMINATION

8.01 Termination

This Agreement may be terminated at any time before the Effective Time, whether before or after CMAI obtains the CMAI Shareholder Approval:

(a) by the mutual agreement of GFOR and CMAI;

(b) by either of GFOR or CMAI by notice to the other if there has been a misrepresentation, breach or non-performance by the breaching party of any representation, warranty, covenant or obligation contained in this Agreement, which could reasonably be expected to have a CMAI Material Adverse Effect or GFOR Material Adverse Effect, as applicable, on the terminating party or the ability of either party to complete the Business Combination in accordance with the terms of this Agreement, provided the breaching party has been given notice of and ten (10) days to cure any such misrepresentation, breach or non-performance; or

(c) by either CMAI or GFOR, if the Business Combination has not been completed on or before June 30, 2026, or such later date as may be agreed to by CMAI and GFOR (provided, that the right to terminate this Agreement under this Section 8.01(c) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure to consummate the transactions contemplated hereby by such date),

provided that the right to terminate this Agreement is not available to a party if it is in material breach of any representation, warranty or covenant thereof.

8.02 Break Fees

(a) CMAI Break Fee

CMAI shall pay to GFOR a termination fee (the "CMAI Break Fee") equal to:

(i) $50,000, if this Agreement is terminated within thirty (30) days of the date hereof; or

(ii) $100,000, if this Agreement is terminated thereafter,

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in each case payable by CMAI to GFOR within three (3) Business Days following such termination, if this Agreement is terminated in any of the following circumstances:

(iii) this Agreement is terminated by GFOR pursuant to Section 8.01 as a result of a material breach by CMAI of any representation, warranty or covenant contained in this Agreement which would cause any condition set forth in Section 7.01 to not be satisfied, and such breach has not been cured within any applicable cure period; or

(iv) CMAI terminates this Agreement in order to, or otherwise enters into, pursues, completes or publicly announces its intention to enter into, pursue or complete, any transaction, arrangement or agreement with a third party (other than the transactions contemplated herein) that would reasonably be expected to preclude or materially interfere with the completion of the Business Combination.

(b) GFOR Break Fee

GFOR shall pay to CMAI a termination fee (the “GFOR Break Fee”) equal to:

(i) $50,000, if this Agreement is terminated within thirty (30) days of the date hereof; or

(ii) $100,000, if this Agreement is terminated thereafter,

in each case payable by GFOR to CMAI within three (3) Business Days following such termination, if this Agreement is terminated in any of the following circumstances:

(iii) this Agreement is terminated by CMAI pursuant to Section 8.01 as a result of a material breach by GFOR or Subco of any representation, warranty or covenant contained in this Agreement which would cause any condition set forth in Section 7.02 to not be satisfied, and such breach has not been cured within any applicable cure period; or

(iv) GFOR terminates this Agreement, or otherwise fails to complete the Business Combination, in order to, or otherwise enters into, pursues, completes or publicly announces its intention to enter into, pursue or complete, another Qualifying Transaction under the policies of the TSXV.

Each of the CMAI Break Fee and the GFOR Break Fee, as applicable:

(i) constitutes a genuine pre-estimate of liquidated damages and not a penalty;

(ii) is intended to compensate the recipient for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including opportunity costs; and

(iii) shall be the sole and exclusive monetary remedy of the recipient in respect of the events giving rise to such payment, except in the case of fraud or willful misconduct.

(d) No Duplication

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In no event shall CMAI or GFOR be required to pay more than one (1) break fee under this Section 8.02.

(e) Acknowledgement

Each of the Parties acknowledges that the provisions of this Section 8.02 are an integral part of the transactions contemplated by this Agreement and that, without such provisions, the Parties would not have entered into this Agreement.

(f) Survival

This Section 8.02 shall survive the termination of this Agreement.

8.03 Effect of Termination

If this Agreement is terminated in accordance with Section 8.01:

(a) this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of the parties hereunder except with respect to: (i) Section 6.03, Section 8.02, Section 8.02, Section 9.02, Section 9.06 and Section 9.11, which will survive such termination; and (ii) a breach arising from the fraud or wilful misconduct of any party; and

(b) neither GFOR nor CMAI will have any further liability to the other party except as expressly contemplated hereby, provided that the termination of this Agreement: (i) will not relieve either GFOR or CMAI from any liability for breach by it of this Agreement prior to such termination; or (ii) preclude a party from seeking injunctive relief to restrain any breach or threatened breach of this Agreement or otherwise to obtain specific performance of any provision of this Agreement. For greater certainty, nothing in this Agreement shall relieve, or have the effect of relieving, either GFOR or CMAI in any way from any liability for damages incurred or suffered by either GFOR or CMAI as a result of an intentional or wilful breach of the terms of this Agreement by the other party.

8.04 Waivers and Extensions

At any time prior to the earlier of the Effective Time or the termination of this Agreement in accordance with the provisions thereof, each of the parties hereto may: (a) extend the time for the performance of any of the obligations or other acts of another party hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; or (c) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party to be bound thereby.

ARTICLE 9 MISCELLANEOUS

9.01 Further Assurances

Each of the parties hereto will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other party hereto may, either before or after the Business Combination, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

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9.02 Transaction Costs

Each party hereto will pay its respective costs and expenses (including but not limited to its legal and accounting costs) incurred in connection with the preparation, execution, delivery and performance of this Agreement and all documents and instruments executed pursuant to this Agreement and all transactions contemplated by this Agreement, and any other costs and expenses whatsoever and howsoever incurred, provided, however, CMAI, with its counsel, will be responsible for preparing first drafts of all material documentation required to effect the Business Combination and all ancillary matters referred to herein or otherwise.

CMAI will be responsible for paying all TSXV prescribed filing and listing fees in connection with the Listing. If in connection with obtaining the requisite shareholder or regulatory approvals for the Business Combination, a sponsor report and/or valuation report is required, it shall be CMAI’s obligation to obtain such sponsor report and/or valuation and the cost of such sponsor report and/or valuation report and shall be paid by CMAI.

9.03 Time of the Essence

Time is of the essence of this Agreement.

9.04 Public Announcements

The parties hereto shall not make any public announcement or press release concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between the parties relating to the matters contemplated herein without the prior consent of each other, which consent shall not be unreasonably delayed, conditioned or withheld, provided that no party shall be prevented from making any disclosure which is required to be made by Law or any rules of a stock exchange or similar organization by which it is bound.

9.05 Benefit of the Agreement

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

9.06 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, including for greater certainty the Letter Agreement. The parties agree that the Letter Agreement is terminated upon the execution hereof and shall not be used by any Governmental Authority for the purposes of interpreting this Agreement or forming a part of the factual matrix of the Transactions contemplated herein. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

9.07 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific provision waived.

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9.08
Assignment

This Agreement may not be assigned by a party hereto without the written consent of the other parties hereto, such consent not to be unreasonably withheld or delayed.

9.09
Notices

Any demand, notice or communication to be made or given under or pursuant to this Agreement is to be in writing, except as otherwise expressly permitted or required under this Agreement, and may be made or given by personal delivery, by registered mail or by transmittal by electronic mail addressed to the respective parties as follows:

(a) If to GFOR, then to the following address:

1 King St. West, Suite 1505
Toronto, Ontario M5H 1A1

Attention: James C. Cassina
Email: [email protected]

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

WeirFoulds LLP
Suite 4100, 66 Wellington St. W.
PO Box 35, TD Bank Tower
Toronto, Ontario M5K 1B7

Attention: Michael Dolphin
Email: [email protected]

(b) If to CMAI, then to the following address:

Suite 720 – 11 Bronte Road
Oakville, Ontario L6L 0E1

Attention: John MacKenzie
Email: [email protected]

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

Cassels Brock & Blackwell LLP
Suite 3810, Bankers Hall West
888 3 Street SW
Calgary, Alberta T2P 5C5

Attention: Evan Low
Email: [email protected]

or to such other mailing or electronic mail address as any party may from time notify the others of in accordance with this paragraph. Any demand, notice or communication made or given by personal delivery is conclusively deemed to have been given on the day of actual delivery thereof, or, if made or given by registered mail, on the fifth Business Day following the deposit thereof in the mail or, if made or

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given by electronic mail, 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. If the party making or giving such demand, notice or communication knows, or ought reasonably to know, of difficulties with the postal system which might affect the delivery of mail, any such demand, notice or communication is not to be mailed but is to be made or given by personal delivery or by electronic mail transmission.

9.10 Remedies Cumulative

The right and remedies of the parties under this Agreement 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 the exercise of any other right or remedy to which that party may be entitled.

9.11 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

9.12 Attornment

For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby attorns to the jurisdiction of the courts of the Province of Ontario.

9.13 Counterparts

This Agreement may be executed in any number of counterparts, 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.

9.14 Electronic Execution

Delivery of an executed signature page to this Agreement by either party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

[Rest of Page Intentionally Left Blank; Signature Page Follows]

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

GOOD2GO4 CORP.

Per: (signed) “James Cassina”
Name: James C. Cassina
Title: Chief Executive Officer, Chief Financial Officer, Secretary and Director

1001542197 ONTARIO INC.

Per: (signed) “James Cassina”
Name: James C. Cassina
Title: Director

CRITICAL MINERALS AMERICAS INC.

Per: (signed) “Denis Clement”
Name: Denis Clement
Title: President & Chief Executive Officer and Director

SCHEDULE A
AMALGAMATION AGREEMENT

THIS AGREEMENT made as of the __ day of ______, 2026.

BETWEEN:

1001542197 ONTARIO INC., a corporation existing under the Business Corporations Act (Ontario) (hereinafter, referred to as “Subco”)

and -

CRITICAL MINERALS AMERICAS INC., a corporation existing under the Business Corporations Act (Ontario) (hereinafter, referred to as “CMAI”)

WHEREAS:

A. the Parties (as defined herein) have entered into a business combination agreement with Good2Go4 Corp. (“GFOR”) dated as of March 30, 2026 pursuant to which the parties thereto have agreed that the business and assets of CMAI will be combined with those of Subco (the “Business Combination Agreement”);

B. the authorized capital of Subco consists of an unlimited number of common shares of which one share is issued and outstanding as fully paid and non-assessable;

C. the authorized capital of CMAI consists of an unlimited number of common shares of which [●] are issued and outstanding as fully paid and non-assessable;

D. Subco and CMAI have agreed to amalgamate under the OBCA (as defined herein) upon the terms and conditions hereinafter set forth; and

E. effective upon the Amalgamation (as defined herein), GFOR shall issue to each CMAI Shareholder (as defined herein) one GFOR Share (as defined herein) for each one CMAI Common Share (as defined herein) held.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Interpretation

In this Agreement including the recitals:

“Agreement” means this amalgamation agreement, at it may be amended or supplemented at any time and, from time to time, after the date hereof;

“Amalco” means the corporation resulting from the amalgamation of Subco and CMAI pursuant to the Amalgamation;

“Amalco Shares” means the common shares in the capital of Amalco;

"Amalgamating Corporation" means each of Subco and CMAI and "Amalgamating Corporations" means both of them;

"Amalgamation" means the amalgamation of the Amalgamating Corporations under Section 174 of the OBCA on the terms and subject to the conditions set forth in this Agreement;

"Business Combination" means the business combination among GFOR, Subco and CMAI pursuant to which CMAI Shareholders will receive GFOR Shares on the basis of one GFOR Share for each one CMAI Common Share held and GFOR will become the parent company of Amalco;

"Business Combination Agreement" has the meaning ascribed thereto in the preamble to this Agreement;

"Certificate of Amalgamation" means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

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

"CMAI Shareholder" means a registered holder of CMAI Common Shares, from time to time, and "CMAI Shareholders" means all of such holders;

"Consolidation" means the consolidation of Existing GFOR Shares on the basis of one (1) GFOR Share for seven point two (7.2) Existing GFOR Shares, or on such other consolidation ratio having regard for the valuations of GFOR and CMAI (post Private Placement), with GFOR's valuation being equal to $1,000,000;

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

"Effective Date" means the date shown on the Certificate of Amalgamation;

"Effective Time" has the meaning ascribed to it in Section 9;

"Existing GFOR Shares" means the common shares in the capital of GFOR as it currently exists;

"Government Authority" means and includes, without limitation, any foreign, national, provincial, local or state government, or political subdivision of any government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV;

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

"OBCA" means the Business Corporations Act (Ontario), as amended from time to time;

"Parties" means Subco and CMAI;

"Person" includes any individual, sole proprietorship, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, union, Government Authority, syndicate or other entity, whether or not having legal status;

"GFOR Shares" means common shares in the capital of GFOR after giving effect to the Consolidation;

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

"Transfer Agent" means the registrar and transfer agent of GFOR; and

"TSXV" means the TSX Venture Exchange.

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of the Business Combination Agreement shall prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation. The Amalgamating Corporations shall amalgamate to create Amalco on the terms and conditions set forth in this Agreement.

4. Amalgamation

The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation as at the Effective Time:

(a) Subco and CMAI will amalgamate and continue as Amalco with the name “Critical Minerals Americas Inc.”;

(b) each holder of CMAI Common Shares (other than the dissenting CMAI Shareholders who do not cancel their CMAI Common Shares in consideration for obtaining the GFOR Shares on the Amalgamation) shall receive one fully paid and non-assessable GFOR Share for each CMAI Common Share held (such 1:1 ratio being the “Exchange Ratio”), following which all such CMAI Common Shares shall be cancelled;

(c) each warrant to purchase a CMAI Common Share, including the HD Underlying Warrants for greater certainty (a “CMAI Warrant”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant to purchase a GFOR Share (each, a “Replacement Warrant”) from GFOR the number of GFOR Shares equal to: (i) the Exchange Ratio multiplied by (ii) the number of CMAI Common Shares subject to such CMAI Warrant immediately prior to the Effective Date. Such Replacement Warrant shall provide for an exercise price per GFOR Share (rounded up to the nearest whole cent) equal to (y) the exercise price per CMAI Common Share otherwise purchasable pursuant to such CMAI Warrant, divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Warrants of a particular holder being exercisable for a number of GFOR Shares that includes a fractional GFOR Share, the total number of GFOR Shares subject to such holder’s total Replacement Warrants shall be rounded down to the nearest whole number of GFOR Shares. All terms and conditions of a Replacement Warrant, including the term to expiry, conditions to and manner of exercising, will be the same as the CMAI Warrant for which it was exchanged, and any certificate previously evidencing the CMAI Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant, and:

(ii) each name of a holder of CMAI Warrants shall be removed from the register of CMAI Warrants maintained by or on behalf of CMAI; and

(iii) all CMAI Warrants exchanged pursuant to this Section 4(c) shall be cancelled;

(d) all other convertible securities issued by CMAI shall be exchanged for convertible securities in the capital of GFOR on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly;

(e) GFOR shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by GFOR, following which all such Subco Shares shall be cancelled;

(f) in consideration of the issuance of GFOR Shares in Section 4(b), Amalco shall issue to GFOR one Amalco Share for each GFOR Share issued;

(g) the GFOR Shares shall be issued as fully paid and non-assessable in consideration of the cancellation of the CMAI Common Shares immediately prior to the Effective Time, excluding any CMAI Common Shares held by the dissenting CMAI Common Shareholders who do not cancel their CMAI Common Shares in consideration of obtaining GFOR Shares in the Amalgamation;

(h) the amounts added to the stated capital of the GFOR Shares shall be amounts equal to the paid-up capital (as that term is used for purposes of the Tax Act) of the CMAI Common Shares (excluding any CMAI Common Shares held by the dissenting CMAI Common Shareholders) immediately prior to the Effective Time;

(i) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the Subco Shares and the CMAI Common Shares immediately prior to the Effective Time;

(j) GFOR shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to Transactions to any holder of CMAI Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the CMAI Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and

(k) Amalco will become a wholly owned subsidiary of GFOR.

Tax Withholding

GFOR, Subco or CMAI, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable to any Person pursuant to the transactions contemplated by this Agreement such Taxes or other amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such

deduction and withholding was made, provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authority.

6. Delivery of Securities Following the Amalgamation

In accordance with normal commercial practice, as soon as practicable following the Effective Date, GFOR, directly or through the Transfer Agent, shall issue Direct Registration Advices or certificates representing the appropriate number of GFOR Shares to the former holders of the CMAI Common Shares.

7. Effect of the Amalgamation

(a) The Amalgamating Corporations shall be amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement.

(b) The Amalgamating Corporations shall cease to exist as entities separate from Amalco.

(c) Amalco shall possess all the property, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations.

(d) A conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco.

(e) The articles of amalgamation of Amalco are deemed to be the articles of incorporation of Amalco and, the Certificate of Amalgamation is deemed to be the certificate of incorporation of Amalco.

(f) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective.

8. Fractional Shares

No fractional GFOR Shares shall be issued to holders of CMAI Common Shares; in lieu of any fractional entitlement, the number of GFOR Shares issued to each former holder of CMAI Common Shares shall be rounded up to the nearest whole GFOR Share in the event that the former holder of the CMAI Common Shares is entitled to receive a fractional share representing 0.5 or more of a GFOR Share, or be rounded down to the nearest whole GFOR Share in the event that the former holder of the CMAI Common Shares is entitled to receive a fractional share representing less than 0.5 of a GFOR Share.

9. Filing of Articles of Amalgamation

If this Agreement is adopted by each of the Amalgamating Corporations as required by the OBCA, the Amalgamating Corporations agree that they will, jointly and together, file with the Director, agreed upon Articles of Amalgamation in the form prescribed under the OBCA.

10. Effective Time

The Amalgamation shall take effect and go into operation at 12:01 a.m. on the Effective Date, if this Agreement has been adopted as required by law and all necessary filings have been made with the Director before that time, or at such later time, or time and date, as may be determined by the directors or by special

resolutions of the Amalgamating Corporations when this Agreement shall have been adopted as required by law; provided, however, that if this Agreement is terminated under Section 19 of this Agreement, the Amalgamation shall not take place notwithstanding the fact that this Agreement may have been adopted by the shareholders of the Amalgamating Corporations.

11. Registered Office

The registered office of Amalco shall be in the City of Oakville, in the Province of Ontario. The address of the first registered office of Amalco shall be: Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1.

12. Amalco Name

The name of Amalco shall be “Critical Minerals Americas Inc.”.

13. Articles and By-Laws

(a) The Articles of Amalgamation are deemed to be the articles of incorporation of Amalco and, except for the purposes of subsection 117(1) of the OBCA, the Certificate of Amalgamation is deemed to be the certificate of incorporation of Amalco.

(b) The by-laws of Amalco shall be the by-laws of CMAI, a copy of which may be examined at the following address: Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1.

14. Activities

There will be no limitations on the activities of Amalco. The directors of Amalco shall be authorized to borrow money on the credit of Amalco.

15. Authorized Capital

The authorized capital of Amalco shall consist of an unlimited number of common shares without nominal or par value.

16. Number of Directors

The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, the exact number of which shall be determined by the directors from time to time.

17. Initial Directors

The first directors of Amalco shall be the persons whose names and residential addresses appear below:

Name	Prescribed Address
Denis Clement	Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1
John MacKenzie	Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1

Greg Turnbull	Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1
Sonya Savage	Suite 720 – 11 Bronte Road, Oakville, Ontario L6L 0E1

The above directors will hold office from the Effective Date until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

18. Transfer of Shares

The right to transfer of shares in the capital of Amalco shall be restricted in that no shareholder shall be entitled to transfer any share or shares unless its transfer complies with the restriction on the transfer of securities set out in Section 18(b) hereof.

19. Special Provisions

Subject to the provisions of the OBCA, the following provisions shall apply to Amalco:

(a) Without in any way restricting the powers conferred upon Amalco or its board of directors by the OBCA, as now enacted or as the same may, from time to time, be amended, re-enacted or replaced, the board of directors may, from time to time, without authorization of the shareholders, in such amounts and on such terms as it deems expedient:

(i) borrow money upon the credit of Amalco;
(ii) issue, re-issue, sell or pledge debt obligations of Amalco;
(iii) subject to the provisions of the OBCA, as now enacted or as the same may, from time to time, be amended, re-enacted or replaced, give a guarantee on behalf of Amalco to secure performance of an obligation of any person; and
(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to secure any obligation of Amalco.

The board of directors may from time to time delegate to a director, a committee of directors or an officer of Amalco any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.

(b) No securities of Amalco, other than non-convertible debt securities, shall be transferred without either:

(i) the approval of the directors of Amalco expressed by a resolution passed at a meeting of the board of directors or by a resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of directors; or
(ii) the approval of the holders of shares of Amalco carrying at least a majority of the votes entitled to be cast at a meeting of shareholders, expressed by a resolution

passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

20. Termination

This Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation and following the termination of the Master Agreement, without, except as provided in the Master Agreement, any recourse by any Party hereto or any of their shareholders or other Persons.

21. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Agreement.

22. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Agreement.

23. Time of the Essence

Time shall be of the essence of this Agreement.

24. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

25. Capitalized Terms

Capitalized terms utilized herein, but not otherwise defined, have the meanings ascribed thereto in the Business Combination Agreement to which this Amalgamation Agreement is attached.

26. Counterparts

This Agreement may be signed in any number of counterparts (including counterparts by electronic transmission), and all such signed counterparts, when taken together, shall constitute one and the same agreement, effective on this date.

[Rest of Page Intentionally Left Blank; Signature Page Follows]

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

1001542197 ONTARIO INC.

Per:
Name: James C. Cassina
Title: Director

CRITICAL MINERALS AMERICAS INC.

Per:
Name: Denis Clement
Title: President & Chief Executive Officer and Director

SCHEDULE B

CMAI DISCLOSURE SCHEDULE

[Intentionally Redacted]

SCHEDULE C

GFOR DISCLOSURE SCHEDULE

[Intentionally Redacted]

SCHEDULE D

SBH PROJECT MINERAL RIGHTS

[Intentionally Redacted]

AI assistant

Good2Go4 Corp. — M&A Activity 2026

48212_rns_2026-04-09_027d7782-8305-48d6-ac82-67d0543d9aa0.pdf

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 BUSINESS COMBINATION

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CMAI

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF GFOR AND SUBCO ...26

ARTICLE 5 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

ARTICLE 6 COVENANTS...35

ARTICLE 7 CONDITIONS OF CLOSING...43

ARTICLE 8 TERMINATION...47

ARTICLE 9 MISCELLANEOUS...49

SCHEDULES

BUSINESS COMBINATION AGREEMENT

AMONG:

ARTICLE 1 INTERPRETATION

1.01 Defined Terms

Headings

Extended Meanings

1.04 Statutory References

1.05 Accounting Principles

1.06 Currency

1.07 Schedules

ARTICLE 2 BUSINESS COMBINATION

2.01 Business Combination

2.04 Withholding Taxes

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CMAI

3.01 Incorporation and Registration

3.02 Subsidiaries

3.03 Bankruptcy, Etc.

3.04 Due Authorization, Etc.

3.05 Absence of Conflict

3.06 Capital Stock

3.07 Warrants and Other Convertible Securities

3.08 No Pre-Emptive Rights

3.09 Financial Statements

3.10 Absence of Changes

3.11 Internal Controls Over Financial Reporting

3.12 Ordinary Course

3.13 No Restrictions on Activities

3.14 Extent of Liabilities

3.15 Non-Arm’s Length Transactions

3.16 No Guarantees

3.17 Intellectual Property

3.21 CMAI Material Contracts

3.22 Other Contracts

3.23 Taxes and Governmental Charges

3.24 Environmental Matters

3.25 Absence of Litigation, Etc.

3.26 Compliance with Laws

3.27 Authorizations and Consents

3.28 Employment Matters and Employee Plans

3.29 No Powers of Attorney

3.30 Insurance

3.31 Authorizations

3.32 Fees and Commissions

3.33 Books and Records

3.34 Restrictions on Business Combination

ARTICLE 4

4.01 Incorporation

4.02 Subsidiaries

4.03 Bankruptcy, Etc.

4.04 Due Authorization, Etc.

4.05 Absence of Conflict

4.06 Capital Stock

4.07 Options and Other Convertible Securities

4.08 Voting Agreements

4.09 Financial Statements

4.10 Absence of Changes

4.11 Internal Controls Over Financial Reporting

4.12 Ordinary Course

4.13 No Restrictions on Activities

4.14 Liabilities

4.15 Non-Arm’s Length Transactions

4.16 No Guarantees

4.17 GFOR Material Contracts

4.18 Other Contracts

4.19 Title to Property and Assets

4.20 Taxes and Governmental Charges

Good2Go4 Corp. M&A Activity 2026