Green Impact Partners Inc. — Capital/Financing Update 2021

Apr 15, 2021

AGENCY AGREEMENT -- CAUTIONARY NOTE FOR READERS

The attached Agency Agreement has been filed with certain securities regulatory authorities in Canada pursuant to National Instrument 51-102 -- Continuous Disclosure Obligations, which requires Blackheath Resources Inc. (" Blackheath ") to file certain material contracts to which it (or any subsidiary) is a party. Unlike certain other documents filed on behalf of Blackheath, the attached Agency Agreement has not been prepared as a disclosure document and was not drafted with the intention of providing factual information about Blackheath (or any affiliate) for the benefit of investors. The attached Agency Agreement contains representations and warranties made by Blackheath and certain of its affiliates to various counterparties for risk allocation purposes, and solely for benefit of those counterparties. National Instrument 51-102 allows reporting issuers to omit certain provisions of material contracts and readers are cautioned that statements made Blackheath (and its affiliates) in the attached Agency Agreement may be qualified (in whole or in part) by information redacted from the attached copy of the Agency Agreement, which information is not otherwise available to the public. Moreover, information concerning Blackheath, its affiliates or the subject matter of statements made in the attached Agency Agreement concerning Blackheath or certain of its affiliates may change after the date of the attached Agency Agreement, and subsequent information may or may not be fully reflected in Blackheath's public disclosures. Accordingly, investors should not rely on statements in the attached Agency Agreement concerning Blackheath (or any of its affiliates) as accurate statements of fact.

AGENCY AGREEMENT

Dated April 8, 2021 and effective as of February 16, 2021

Green Impact Operating Corp. 23rd Floor, 1177 West Hastings Street Vancouver, British Columbia V6E 4T5

Attention: Alexander Langer, President

Blackheath Resources Inc. 23rd Floor, 1177 West Hastings Street Vancouver, British Columbia V6E 4T5

Attention: Alexander Langer, Chief Executive Officer

Wolverine Energy and Infrastructure Inc. 1711 – 9[th] Street Nisku, Alberta T9E 0R3

Attention: Jesse Douglas, Chief Executive Officer

Dear Sirs:

Re: Private Placement of Subscription Receipts

RBC Dominion Securities Inc. (" RBC "), National Bank Financial Inc. and Echelon Wealth Partners Inc. (collectively, the " Co-Lead Agents ") together with TD Securities Inc., Cormark Securities Inc., Haywood Securities Inc., Stifel Nicolaus Canada Inc. and Peters & Co. Limited (together with the Co-Lead Agents, the " Agents ") understand that Green Impact Operating Corp. (the " Corporation ") proposes to issue and sell, by way of private placement, 10,000,000 subscription receipts of the Corporation (the " Subscription Receipts ") at a price of $10.00 per Subscription Receipt (the " Subscription Price ") for aggregate gross proceeds of $100,000,000 (the " Offering ").

Each Subscription Receipt will entitle the holder thereof to either: (i) receive one common share (" Underlying Share ") of the Corporation without additional consideration or further action, if the Escrow Release Conditions (as defined herein) are satisfied on or before 5:00 p.m. (Calgary time) on May 31, 2021 (or such later date as the Corporation and the Agents may mutually agree upon in writing) (the " Escrow Release Deadline "), which Underlying Share shall be immediately exchanged for one Resulting Issuer Share (as defined herein) pursuant to the terms of the Arrangement (as defined herein); or (ii) other than in respect of the Note Subscribers (as defined herein), have the full Subscription Price returned together with pro rata accrued interest on the Escrowed Funds (as defined herein) if: (A) the Escrow Release Time (as defined herein) does not occur on or before the Escrow Release Deadline; (B) prior to the Escrow Release Deadline, the Amalgamation and Arrangement Agreement (as defined herein) is terminated at any earlier time; or (C) prior to the Escrow Release Deadline, the Corporation, Blackheath (as defined herein) and Wolverine (as defined herein) shall have provided notice to the Agents or announced to the public that they do not intend to proceed with the Transaction (as defined herein) (in each case, a " Termination Event "). In the event of a Termination Event,

• 2 -

the Subscription Receipt Notes (as defined herein) held by the Note Subscribers shall be cancelled and be void and of no further force or effect.

The Escrowed Funds will be held by Odyssey Trust Company, as trustee (the " Trustee "), and the cash portion of such Escrowed Funds will be invested in short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a province, or one or more of the five largest Canadian chartered banks or invested on deposit in a trust account of the Trustee (and other approved investments), in accordance with the Subscription Receipt Agreement (as defined herein) pending satisfaction of the Escrow Release Conditions and delivery of the Escrow Release Notice (as defined herein) and the Transaction Notice (as defined herein). If a Termination Event should occur at any time, the Trustee will return to holders of Subscription Receipts (other than the Note Subscribers) an amount equal to the gross proceeds of the Offering and each holder's pro rata entitlement to the interest that has accrued on the Escrowed Funds as provided for, and in accordance with, the Subscription Receipt Agreement, the Subscription Receipt Notes held by the Note Subscribers shall be cancelled and be void and of no further force or effect, and the Subscription Receipts will be cancelled and be void and of no further force or effect. The Agents understand that the Corporation has entered into the Amalgamation and Arrangement Agreement for the purposes of completing the Transaction.

Upon and subject to the terms and conditions of this Agreement, the Agents agree to act as, and the Corporation hereby appoints the Agents as, the sole and exclusive agents of the Corporation in connection with the Offering on a "commercially reasonable efforts" agency basis and may offer and sell the Subscription Receipts on a private placement basis: (i) to purchasers in Canada that are exempt from the prospectus requirements of Applicable Securities Laws; (ii) through their U.S. Affiliates (as defined herein) to U.S. Purchasers that are U.S. Accredited Investors (as defined herein) or Qualified Institutional Buyers (as defined herein), in transactions that are exempt from or not subject to the registration requirements of applicable U.S. Securities Laws (as defined herein); and (iii) to purchasers in certain other jurisdictions agreed to by the Corporation, Wolverine and the Agents, all in the manner contemplated by this Agreement, including Schedule B, which forms a part of this Agreement.

In their sole discretion, in connection with the Offering, the Agents shall be entitled to retain as sub-agents other registered securities dealers and may receive (for delivery to the Corporation at the Closing Time) subscriptions for the Subscription Receipts from other registered securities dealers. The fee payable to such sub-agents shall be for the account of the Agents and shall not exceed the fee payable to the Agents hereunder. The Agents shall, however, be under no obligation to engage any sub-agent.

In consideration for their services hereunder, in respect of the issue of the Subscription Receipts and advising on the terms, conditions and structuring of the Offering, the Agents shall be entitled to the Agents' Fee (as defined herein) provided for in Section 13 hereof. The Agents' Fee shall be payable at the Escrow Release Time and as otherwise specified in Section 13 hereof. For greater certainty, the services provided by the Agents pursuant to this Agreement will not be subject to the Goods and Services Tax (" GST ") provided for in the Excise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Agents' Fee provided for in Section 13, the Corporation agrees to pay the amount of GST forthwith upon the request of the Agents. The Corporation also agrees to pay the Agents' Expenses (as defined herein) as set forth in Section 14 hereof.

• 3 -

Notwithstanding that the securities laws of the Provinces of Alberta, British Columbia and Québec do not provide or require the Corporation to provide to purchasers resident in such provinces any rights of action in circumstances where the Investor Presentation (as defined herein) contains a misrepresentation, the Corporation acknowledges and agrees that it has granted to such purchasers (who received the Investor Presentation) contractual rights of actions equivalent to those referred to above with respect to purchasers resident in the Province of Ontario.

The following are the further terms and conditions of this Agreement:

Section 1 Definitions

As used in this Agreement, including the paragraphs prior to this definitional section and any amendments hereto, unless the context otherwise requires:

• (a) " ABCA " means the Business Corporations Act (Alberta) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

• (b) " affiliate " shall have the meaning ascribed thereto in the ABCA;

• (c) " Agents' Counsel " means McCarthy Tétrault LLP, or such other legal counsel as the Agents may retain;

• (d) " Agents' Expenses " has the meaning ascribed thereto in Section 14 hereof;

• (e)

• " Agents' Fee " has the meaning ascribed thereto in Section 13 hereof;

• (f) " Agreement " means this agency agreement, including any schedules or exhibits attached hereto, and not any particular Article or Section or other portion except as may be specified, and words such as " hereto ", " herein " and " hereby " refer to this Agreement as the context requires;

• (g) " Alternative Transaction " means a transaction (other than the Offering or a transaction in connection with the Offering pursuant to this Agreement) involving: (i) an initial public offering of GIP in which RBC is not the lead manager; (ii) the issuance, transfer or agreement to issue or transfer securities of GIP which securities represent greater than a 20% equity interest in GIP on a fully-diluted basis; (iii) a material transaction involving GIP or the Spinout Assets, including, without limitation, a merger, amalgamation, arrangement, reverse take-over or other form of business combination or transaction with a third party which would result in more than a 20% direct or indirect interest in the Spinout Assets or the business, assets or equity of GIP being directly or indirectly transferred or agreed to be transferred to, or combined with, one or more arm’s length third parties; or (iv) the sale, lease or exchange of all or substantially all of the business or assets of GIP or the Spinout Assets to one or more arm’s length third parties;

• (h) " Amalgamation " means the amalgamation of the Corporation, SpinCo and GIP pursuant to Section 181 of the ABCA on the terms and conditions set forth in the Amalgamation and Arrangement Agreement and as a step in the Arrangement;

• 4 -

• (i) " Amalgamation and Arrangement Agreement " means the amalgamation and arrangement agreement dated February 16, 2021 between Blackheath, Wolverine, the Corporation, Spinco and GIP with respect to the Transaction;

• (j) " Applicable Securities Laws " means all applicable securities corporate and other laws of the Selling Jurisdictions, rules, regulations, rulings and orders made thereunder, notices, policies and similar instruments issued by the Securities Commissions and under the U.S. Securities Laws, as applicable;

• (k) " Arrangement " means the arrangement under section 193 of the ABCA on the terms and subject to the conditions set out in the Amalgamation and Arrangement Agreement;

• (l) " Backstop and Assignment Agreement " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (m) " BCBCA " means the Business Corporations Act (British Columbia) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

• (n) " Blackheath " means Blackheath Resources Inc., a corporation existing pursuant to the provisions of the BCBCA and, when the context requires or permits, includes its Subsidiaries, including the Corporation, and its predecessors;

• (o) " Blackheath Change of Name " means the change of name of Blackheath to "Green Impact Partners Inc." or such other name as determined by Wolverine and accepted by the TSX Venture Exchange to occur immediately prior to completion of the Arrangement;

• (p) " Blackheath Consolidation " has the meaning ascribed thereto in the Amalgamation and Arrangement Agreement;

• (q) " Blackheath Financial Statements " has the meaning ascribed thereto in Section 8(aa) hereof;

• (r) " Business Day " means a day which is not Saturday, Sunday or any other day on which banks are not open for business in the City of Calgary, Alberta;

• (s) " Closing Date " means April 8, 2021, or such other date as the Agents and the Corporation may mutually agree upon in writing;

• (t) " Closing Time " means 12:00 p.m. (Calgary time), or such other time on the Closing Date as the Agents and the Corporation may mutually agree;

• (u) " Common Shares " means the common shares in the capital of the Corporation;

• (v) " Computershare " means Computershare Trust Company of Canada;

• (w) " Corporation's Counsel " means McMillan LLP, or such other legal counsel as the Corporation may appoint;

• 5 -

• (x) " distribution " means " distribution " or " distribution to the public ", as the case may be as defined under the Applicable Securities Laws of the Selling Jurisdictions in Canada and " distribute " has a corresponding meaning;

• (y) " Due Diligence Responses " means the written responses provided by Blackheath, the Corporation and Wolverine, as applicable, as given by any director or senior officer of Blackheath, the Corporation and Wolverine, as applicable, in relation to Due Diligence Session;

• (z) " Due Diligence Session " has the meaning ascribed thereto in Section 3(f) hereof;

• (aa) " Encumbrance " means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment, arrangement or otherwise) capable of becoming any of the foregoing;

• (bb) " Environmental Laws " means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;

• (cc) " Escrow Release Conditions " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (dd) " Escrow Release Date " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (ee) " Escrow Release Notice " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (ff) " Escrow Release Time " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (gg) " Escrowed Funds " means, collectively, the gross cash proceeds of the Subscription Receipts including any accrued interest earned thereon and the Subscription Receipt Notes;

• (hh) " GIP " means Green Impact Partners Inc., a corporation existing pursuant to the provisions of the ABCA and a wholly-owned subsidiary of Wolverine;

• (ii) " Governmental Entity " means any applicable: (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body,

• 6 -

commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; or (c) quasigovernmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

• (jj) " Hazardous Substance " means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law;

• (kk) " Indemnified Persons " means the Agents, each of their respective Subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, each other person, if any, controlling any of the Agents or any of their respective Subsidiaries and affiliates; and each shareholder of each of the Agents, and the successors and assigns of all the foregoing persons and, solely for the purposes of the specific indemnity provided in Section 20(h), shall include the Corporation, Blackheath, each of their respective directors, officers, employees, partners, agents, each other person, if any, controlling any of the Corporation or Blackheath or any of their respective affiliates and each shareholder of each of the Corporation and Blackheath and the successors and assigns of all the foregoing persons;

• (ll) " International Jurisdictions " means each of Dubai, Mexico, the Marshall Islands, Namibia, Paraguay, Switzerland, Thailand, Turkey and Venezuela;

• (mm) " Investor Presentation " means the written presentation in relation to the Offering dated February 2021 prepared by the Corporation;

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

• (oo) " Material Adverse Change " or " Material Adverse Effect " means any change or effect (or any condition, event or development involving a prospective change or effect) in or on the business, operations, revenues, properties results of operations, affairs, assets, capitalization, financial condition, rights or liabilities, whether contractual or otherwise, of Blackheath or the Corporation or the Spinout Assets, as applicable, which is material and adverse to the business, operations

• 7 -

or financial condition of Blackheath and the Corporation (taken as a whole) or the Spinout Assets, as applicable;

• (pp) " material change " shall have the meanings ascribed thereto under the Applicable Securities Laws in Canada;

• (qq) " material fact " shall have the meanings ascribed thereto under the Applicable Securities Laws in Canada;

• (rr) " misrepresentation " shall have the meanings ascribed thereto under the Applicable Securities Laws in Canada;

• (ss) " NI 45-102 " means National Instrument 45-102 – Resale of Securities ;

• (tt) " Note Subscribers " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (uu) " Odyssey " means Odyssey Trust Company;

• (vv) " Offering Agreements " means, collectively, this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Backstop and Assignment Agreement and the Subscription Receipt Notes;

• (ww) " PCBs " has the meaning ascribed thereto in Section 7(u)(ii) hereof;

• (xx) " Purchaser " means a purchaser that has signed the Subscription Agreement, unless the signatory is signing as agent for the principal(s) disclosed in the Subscription Agreement in which event each such principal is the Purchaser;

• (yy) " Qualified Institutional Buyer " means a "qualified institutional buyer" as such term is defined in Rule 144A;

• (zz) " Regulation D " means Regulation D promulgated under the U.S. Securities Act;

• (aaa) " Regulation S " means Regulation S promulgated under the U.S. Securities Act;

• (bbb) " Resulting Issuer " means Blackheath after giving effect to the Transaction, including, without limitation, the Blackheath Change of Name, the Arrangement and the Amalgamation;

• (ccc) " Resulting Issuer Pro Forma Financial Statements " means the unaudited pro forma financial information of Blackheath as at and for the 12 months ended December 31, 2020, as if the Transaction had been completed as at January 1, 2020;

• (ddd) " Resulting Issuer Shares " means the common shares in the capital of the Resulting Issuer, as constituted after giving effect to the Blackheath Consolidation, the transfer of the Spinout Assets to GIP, the Arrangement and the Amalgamation;

• (eee) " Rule 144A " means Rule 144A under the U.S. Securities Act;

• 8 -

• (fff) " Securities Commissions " means, collectively, the securities commissions or similar regulatory authorities in each of the Selling Jurisdictions in Canada and " Securities Commission " means any one of them;

• (ggg) " Selling Dealer Group " means the dealers and brokers, other than the Agents, who participate in the offer and sale of the Subscription Receipts pursuant to this Agreement;

• (hhh) " Selling Jurisdictions " means each of the Provinces of Canada, the United States and such other jurisdictions outside of Canada and the United States as may be agreed by the Agents, the Corporation and Wolverine prior to the Closing Date, including the International Jurisdictions, as evidenced by the Corporation's acceptance of a Subscription Agreement with respect thereto;

• (iii) " Spinco " means Green Impact Partners Spinco Inc., a corporation existing pursuant to the provisions of the ABCA;

• (jjj) " Spinout Assets " means all of the assets of Wolverine to be conveyed to GIP prior to and as a condition to the Arrangement as described in Schedule 2.1(b) to the Wolverine Disclosure Letter (as defined in the Amalgamation and Arrangement Agreement and as such Wolverine Disclosure Letter may be amended from time to time);

• (kkk) " Spinout Financial Statements " means, collectively, the audited carve-out financial statements of the Spinout Assets (excluding the assets acquired by Wolverine in March 2021) for the nine months ended December 31, 2020 and the twelve months ended March 31, 2020, and the related notes thereto;

• (lll) " Subscribers " means the persons who, as purchasers, acquire Subscription Receipts by duly completing, executing and delivering Subscription Agreements and any other required documentation;

• (mmm) " Subscription Agreements " means the subscription agreements to be entered into at the Closing Time between the Corporation and each of the Subscribers setting out the contractual relationship between the Corporation and the Subscribers, in form and substance satisfactory to the Corporation and the Agents;

• (nnn) " Subscription Receipt Agreement " means the subscription receipt agreement between the Corporation, Blackheath, Wolverine, RBC and the Trustee to be dated the Closing Date;

• (ooo) " Subscription Receipt Notes " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (ppp) " Subsidiary " means a subsidiary within the meaning of the ABCA;

• (qqq) " Tax " and " Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined,

• 9 -

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

• (rrr) " Tax Act " means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

• (sss) " Tax Return " means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

• (ttt) " to the knowledge of " means a statement as to the actual knowledge of each of the senior officers of the Corporation, Blackheath or Wolverine, as applicable, about the facts or circumstances to which such phrase related;

• (uuu) " Transaction " means the Blackheath Change of Name, the Blackheath Consolidation, the Arrangement, the Amalgamation and all related transactions incidental thereto as contemplated by the Amalgamation and Arrangement Agreement, which are collectively intended to constitute a "Reverse Takeover" of Blackheath in accordance with the policies of the TSX Venture Exchange;

• (vvv) " Transaction Notice " shall have the meaning ascribed thereto in the Subscription Receipt Agreement;

• (www) " United States " or " U.S. " means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

• (xxx) " U.S. Accredited Investor " means an "accredited investor" as defined in Rule 501(a) of Regulation D;

• (yyy) " U.S. Affiliate " shall have the meaning ascribed thereto in Schedule B to this Agreement;

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

• (aaaa) " U.S. Person " means a "U.S. person" as defined in Rule 902(k) of Regulation S (which definition includes a natural person resident in the United States, a

• 10 -

partnership or corporation organized or incorporated under the laws of the United States, a trust of which any trustee is a U.S. Person, and a partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated and owned by United States "accredited investors", as defined in Rule 501(a) of Regulation D, who are not natural persons, estates or trusts);

• (bbbb) " U.S. Purchaser " means a Purchaser who is a person in the United States or a U.S. Person, or was offered the Subscription Receipts, or executed or delivered the Subscription Agreement, in the United States, or was in the United States at the time the purchaser’s buy order originated, or is purchasing the Subscription Receipts for the account of or benefit of a U.S. Person or a person in the United States, or is otherwise subject to the securities laws of the United States;

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

• (dddd) " U.S. Securities Laws " means all U.S. federal and state securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act; and

• (eeee) " Wolverine " means Wolverine Energy and Infrastructure Inc., a corporation existing pursuant to the provisions of the ABCA.

• In this Agreement, words importing the singular include the plural and words importing gender include all genders.

Section 2 Nature of Transaction

• (a) Each Subscriber resident in a Selling Jurisdiction shall purchase the Subscription Receipts under exemptions available under Applicable Securities Law. The Agents will notify the Corporation with respect to the identity of any Subscriber as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the applicable Selling Jurisdictions relating to the sale of the Subscription Receipts. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the purchase and sale of the Subscription Receipts so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document elsewhere. The Agents undertake to use commercially reasonable efforts to cause the Subscribers to complete any forms required by Applicable Securities Laws.

• (b) The Corporation understands and agrees that the Agents may arrange for Subscribers in Selling Jurisdictions other than Canada or the United States, on a private placement basis, provided that the purchase and sale of such Subscription Receipts do not contravene the Applicable Securities Laws of the jurisdiction where the Subscriber is resident and provided that such sale does not trigger: (i) any obligation to prepare and file a prospectus, registration statement or similar disclosure document; or (ii) any registration or other obligation on the

• 11 -

part of the Corporation including, but not limited, to any continuing obligation in that jurisdiction.

• (c) The certificates (or electronic or book entry evidence) representing the Subscription Receipts delivered at Closing shall contain such restrictive legends regarding resale of such securities as are set forth in the Subscription Agreements.

• (d) The parties to this Agreement acknowledge that the Subscription Receipts and the Underlying Shares, and the Resulting Issuer Shares issuable in exchange for the Underlying Shares pursuant to the Transaction, have not been and will not be registered under U.S. Securities Laws, and may not be offered or sold in the United States, or to or for the account or benefit of any U.S. Person or any person in the United States, except pursuant to transactions that are exempt from the registration requirements of U.S. Securities Laws. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Subscription Receipts in the United States, or to or for the account or benefit of any U.S. Person or any person in the United States, shall be conducted only in the manner specified in Schedule B, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement.

Section 3 Corporation's Covenants as to Issuance

The Corporation covenants and agrees:

• (a) that the Subscription Receipts and Underlying Shares issuable pursuant to the Subscription Receipts will be duly and validly authorized and issued;

• (b) to comply with all covenants of the Corporation set forth in the Offering Agreements and to duly, punctually and faithfully perform all the obligations to be performed by it under the Offering Agreements;

• (c) to file all applicable forms and reports that are required to be filed by the Corporation with the appropriate Securities Commissions and other regulatory authorities in the Selling Jurisdictions in connection with the issuance of the Subscription Receipts;

• (d) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may be necessary to comply with such requirements of Applicable Securities Laws to enable the Subscription Receipts to be offered for sale and sold on a private placement basis in the Selling Jurisdictions, in accordance with Applicable Securities Laws, by it or through the Agents or any other investment dealers or brokers registered in any of the applicable Selling Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated hereby and to comply with the provisions of NI 45-102 and National Instrument 45-106 – Prospectus Exemptions ;

• (e) that the delivery of the Investor Presentation to the Agents shall constitute the Corporation's authorization of the Agents to use the Investor Presentation in connection with the Offering in the Selling Jurisdictions; and

• 12 -

• (f) together with Blackheath, prior to the Closing Time and during the period commencing on the date hereof until the completion of the distribution of the Subscription Receipts, to allow the Agents to conduct all due diligence which the Agents may reasonably require in order to fulfill the Agents' obligations as agents, and will provide to the Agents and the Agents' Counsel and consultants reasonable access to Blackheath's and the Corporation's, as applicable, properties, senior management, legal counsel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, each of the Corporation and Blackheath, as applicable, shall make available its directors, senior management, counsel and auditors, and use commercially reasonable efforts to cause the auditors of the Blackheath Financial Statements to be available, to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the " Due Diligence Session "). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and each of the Corporation and Blackheath shall provide written responses to such questions and shall use their best efforts to have their auditors provide written responses to such questions in advance of the Due Diligence Session.

Section 4 Wolverine's Covenants as to Issuance

Wolverine covenants and agrees:

• (a) to comply with all covenants of Wolverine set forth in each of the Subscription Receipt Agreement and Backstop and Assignment Agreement and to duly, punctually and faithfully perform all the obligations to be performed by it under each of the Subscription Receipt Agreement and Backstop and Assignment Agreement;

• (b) to deliver to the Agents as many copies of the Investor Presentation as the Agents may reasonably request and such delivery shall constitute Wolverine's authorization of the Agents to use the Investor Presentation in connection with the Offering in the Selling Jurisdictions; and

• (c) prior to the Closing Time and during the period commencing on the date hereof until the completion of the distribution of the Subscription Receipts, to allow the Agents to conduct all due diligence which the Agents may reasonably require in order to fulfill the Agents' obligations as agents, and will provide to the Agents and the Agents' Counsel and consultants reasonable access to Wolverine's properties, senior management, legal counsel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, Wolverine shall make available its directors, senior management, counsel and auditors, and use commercially reasonable efforts to cause the auditors of the Spinout Assets to be available, to answer any questions which the Agents may have and to participate in the Due Diligence Session. The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and Wolverine shall provide written responses to such questions and shall use their best efforts to have the Spinout Assets' auditors, provide written responses to such questions in advance of the Due Diligence Session.

• 13 -

Section 5 Corporation's, Blackheath's and Wolverine's Covenants as to Changes

Each of the Corporation and Blackheath, on the one hand, and Wolverine, on the other hand, as applicable, covenant and agree that:

• (a) during the period commencing on the date hereof until the first to occur of the Escrow Release Time, the Escrow Release Deadline and the date of a Termination Event, the Corporation, Blackheath and/or Wolverine (and for greater clarity, only Wolverine shall have disclosure obligations in respect of the Spinout Asses as described below), as applicable, will promptly inform the Agents of the full particulars of:

• (i) any material change (actual, anticipated or threatened) in the assets, liabilities (absolute, accrued, contingent or otherwise), business, operations, capital or condition (financial or otherwise) of the Corporation, Blackheath or the Spinout Assets, as applicable;

• (ii) any change in any material fact contained or referred to in any information regarding the Corporation, Blackheath or the Spinout Assets, as applicable, previously provided to the Agents;

• (iii) the discovery by the Corporation of any misrepresentation in any information regarding the Corporation, Blackheath or the Spinout Assets, as applicable, previously provided to the Agents;

• (iv) the discovery by the Corporation, Blackheath or Wolverine, as applicable, of any misrepresentation in any information regarding the Transaction previously provided to the Agents by the Corporation, Blackheath or Wolverine, as applicable, or any material change in the terms of the Amalgamation and Arrangement Agreement, including the representations and warranties of any party to the Amalgamation and Arrangement Agreement becoming untrue or incorrect or any event or occurrence which may make such representations and warranties untrue or incorrect, or any event or occurrence that arises which the Corporation, Blackheath or Wolverine, as applicable, reasonably believes is or may be of such a nature as to give rise to a right of any party thereto, as the case may be, to terminate their respective obligations with respect to the Transaction, or that may result in the Transaction not being completed pursuant to and in accordance with the terms and conditions of the Amalgamation and Arrangement Agreement, on or before the Escrow Release Deadline;

provided that if there may be any reasonable doubt as to whether a material change, change in material fact, occurrence or event of the nature referred to in this subsection has occurred, the Corporation, Blackheath or Wolverine, as applicable, shall promptly inform the Agents of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agents as to whether the occurrence is of such nature;

• (b) during the period commencing on the date hereof until the first to occur of the Escrow Release Time, the Escrow Release Deadline and the date of a

• 14 -

Termination Event, the Corporation, Blackheath and Wolverine, as applicable, will promptly inform the Agents of the full particulars of:

• (i) any request of any Securities Commission, other securities commission or similar regulatory authority, for any amendment to any information or for any additional information which may be material to the distribution of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (ii) the issuance by any Securities Commission or other securities commission or similar regulatory authority or by any other competent authority of any order to cease or suspend trading of any securities of the Corporation (including the Subscription Receipts or the Underlying Shares), Blackheath (including the Resulting Issuer Shares) or Wolverine, as applicable, or the institution of or threat of institution of any proceedings for that purpose; or

• (iii) the receipt by the Corporation, Blackheath or Wolverine of any communication from any Securities Commission, other securities commission or similar regulatory authority or any other competent authority relating to the distribution of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares,

and except as otherwise agreed by the Agents, each of the Corporation, Blackheath and Wolverine will use its reasonable best efforts to prevent the issuance of any such cease trading order or suspension order and, if issued, to obtain the withdrawal thereof as soon as possible; and

• (c) during the period commencing on the date hereof until the first to occur of the Escrow Release Time, the Escrow Release Deadline and the date of a Termination Event, each of the Corporation, Blackheath and Wolverine will promptly provide to the Agents, for review by the Agents and the Agents' Counsel, and prior to the publication, filing or issuance thereof any proposed document to be provided to shareholders of any of the Corporation, Blackheath and Wolverine, including, without limitation, any financial statements, report to the shareholders, information circular, press release or other communication to the public or to the securityholders of any of the Corporation, Blackheath or Wolverine in relation to the Offering or the Transaction or which may reasonably affect the Offering or the Transaction and will consider, acting reasonably and in good faith, any proposed changes to any such documents as the Agents or Agents' Counsel may reasonably request.

• 15 -

Section 6 Corporation's, Blackheath's and Wolverine's Other Covenants

Each of the Corporation and Blackheath, on the one hand, and Wolverine, on the other hand, as applicable, covenant and agree that:

• (a) it will not take any action that would prevent the Corporation and the Agents from relying on the exemptions from the prospectus requirements of Applicable Securities Laws as contemplated by the Subscription Agreements;

• (b) it will allow the Agents and the Agents' Counsel to participate fully in the preparation of the Subscription Agreements and the Subscription Receipt Agreement;

• (c) it will use reasonable commercial efforts to make available its directors and/or senior management (including those of the Resulting Issuer) to meet with potential investors if so requested by the Agents;

• (d) it will comply with its obligations under the Amalgamation and Arrangement Agreement to complete the Transaction on the terms and conditions set forth in the Amalgamation and Arrangement Agreement on or before the Escrow Release Deadline;

• (e) it will take all commercially reasonable steps to satisfy all conditions to completion of the Transaction as soon as practicable and to deliver the Transaction Notice and the Escrow Release Notice and prior to the Escrow Release Deadline;

• (f) it will at all times carry on its business in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of accounts in accordance with applicable law;

• (g) it will maintain insurance by insurers of recognized financial responsibility against such losses and risks and in such amounts that are customary in the business in which it is engaged;

• (h) all written or oral opinions, advice and materials provided by the Agents to it in connection with the Offering are intended solely for the benefit and internal use of the Corporation, Blackheath and Wolverine, as applicable, and it agrees that, unless otherwise required by law, no such opinion, advice or material shall be used for any other purpose or reproduced, disseminated, quoted from or referred to at any time, in any manner or for any purpose, nor shall any public reference to the Agents be made by it (including any of its management, directors and counsel) without the prior written consent of the Agents, in each specific instance. The Agents expressly disclaim any liability or responsibility to the Corporation, Blackheath or Wolverine or any respective affiliate thereof, their respective management and boards of directors, or any other party, including, without limitation, any past, present, or future holder of any securities of the Corporation, Blackheath or Wolverine, by reason of unauthorized use, publication, distribution or reference to any oral or written opinions or advice or materials provided by the Agents or any unauthorized reference to the Agents or the engagement of the Agents hereunder;

• 16 -

• (i) the Resulting Issuer will not, from the date hereof until that date that is 180 days following the date of the closing of the Transaction, directly or indirectly, issue, sell, grant any option for the sale of, or otherwise dispose or monetize, or offer to announce any intention to do so, in a public offering or by way of private placement or otherwise, any: (i) securities of the Resulting Issuer; or (ii) securities exchangeable or convertible into securities of the Resulting Issuer, without the prior written consent of RBC, on behalf of the Agents, provided that notwithstanding the foregoing the Resulting Issuer may, without such consent: (A) grant options or other equity based compensation awards under the Resulting Issuer's stock option plan or such other equity based compensation arrangement of the Resulting Issuer approved by the board of directors of the Resulting Issuer; and (B) issue Resulting Issuer Shares to holders of options or other equity based compensation awards of the Resulting Issuer or pursuant to such other equity based compensation arrangement of the Resulting Issuer (including securities granted pursuant to (B) above), and provided that Wolverine shall be permitted to complete a special dividend of Resulting Issuer Shares to its shareholders as a "return of capital" following the date of the closing of the Transaction (the " Permitted Dividend Shares "), provided that RBC, on its own behalf and on behalf of the other Agents, shall become a party to all lock-up agreements between the Resulting Issuer, Wolverine and the shareholders of Wolverine with respect to the Permitted Dividend Shares, which lock-up agreements shall represent not less than 65% of the Permitted Dividend Shares and be for a period of not less than 180 days after the date of the closing of the Transaction; and

• (j) it will use its reasonable commercial efforts to cause each of the officers and directors of GIP and the Resulting Issuer and securityholders who will hold 5% or more of the total Resulting Issuer Shares following closing of the Transaction to enter into an agreement with RBC, on its own behalf and on behalf of the other Agents, on or prior to the Closing Date pursuant to which each of such individuals will agree not to sell, transfer or pledge, or otherwise dispose of, any securities of the Resulting Issuer until the date which is 180 days after the date of the closing of the Transaction, in each case without the prior written consent of RBC, on its own behalf and on behalf of the other Agents.

Section 7 Agents' Covenants

The Agents covenant and agree with the Corporation that they will:

• (a) conduct their activities in connection with the proposed offer and sale of the Subscription Receipts in compliance with this Agreement and all Applicable Securities Laws and cause a similar covenant to be contained in any written agreement entered into with any member of the Selling Dealer Group established in connection with the distribution of the Subscription Receipts;

• (b) not solicit subscriptions for Subscription Receipts, trade in Subscription Receipts or otherwise do any act in furtherance of a trade of Subscription Receipts outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereof and provided that the Agents may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the

• 17 -

Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Subscription Receipts or the Underlying Shares); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;

• (c) obtain from each Subscriber an executed Subscription Agreement in the applicable form and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and supplied to the Agents by the Corporation for completion in connection with the distribution of the Subscription Receipts; and

• (d) not advertise the Offering in printed media of general and regular paid circulation or any similar medium, radio, television or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Subscription Receipts any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws, other than the Investor Presentation.

The obligations of the Agents under this Section 7 are several and not joint (nor joint and several). No Agent will be liable for any act, omission, default or conduct by the other Agent or any member of the Selling Dealer Group appointed by another Agent.

Section 8 Representations and Warranties of Blackheath and the Corporation

Blackheath and the Corporation hereby jointly and severally represent and warrant to the Agents, and acknowledge that the Agents are relying upon such representations and warranties, as follows:

• (a) Blackheath is a corporation validly existing under the laws of British Columbia and the Corporation is a corporation validly subsisting under the laws of Alberta, and each of Blackheath and the Corporation is in good standing under applicable corporate laws and has full corporate and legal power and authority and capacity to own its property and assets and to conduct its business as currently owned and conducted;

• (b) each of Blackheath and the Corporation is registered, licensed or otherwise qualified as an extra-provincial corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified;

• (c) each of Blackheath and the Corporation has all requisite corporate power and capacity to carry on its business as now conducted by it and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets and is in good standing in all material respects in each jurisdiction where it carries on business or owns, leases or operates its property or assets;

• (d) each of Blackheath and the Corporation has complied with and is in compliance, in all material respects, with all applicable Laws, and has all material licences,

• 18 -

permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that are material to the conduct of their business;

• (e) each of Blackheath and the Corporation currently have no active business operations;

• (f) other than the Amalgamation and Arrangement Agreement, neither Blackheath nor the Corporation is party to any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement that is material to its properties, assets or operations, other than the net smelter royalty, which has been disclosed to the Agents;

• (g) Blackheath does not have any Subsidiaries other than the Corporation, Blackheath is not "affiliated" with or a "holding corporation" of any other body corporate (within the meaning of those terms in the BCBCA), nor is it a partner of any partnerships or limited partnerships (other than participating in industry partnerships in the ordinary course of business) or limited partnerships, and Blackheath has no material shareholdings in any other corporation or business organization;

• (h) Blackheath is the registered and beneficial owner of all of the issued and outstanding securities of the Corporation;

• (i) the Corporation does not have any Subsidiaries, the Corporation is not "affiliated" with or a "holding corporation" of any other body corporate (within the meaning of those terms in the ABCA), nor is it a partner of any partnerships or limited partnerships (other than participating in industry partnerships in the ordinary course of business) or limited partnerships, and the Corporation has no material shareholdings in any other corporation or business organization;

• (j) the Corporation was formed for the purposes of effecting the Offering and the Transaction and has never held any properties or assets or conducted any business activities, and is not a party to, or subject to, nor will be a party to, or subject to, any contract other than the Amalgamation and Arrangement Agreement and the Offering Agreements (and other agreements related directly thereto);

• (k) the corporate records and minute books of Blackheath and the Corporation have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. The financial books and records and accounts of Blackheath and the Corporation in all material respects:

• (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

• (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Blackheath; and

• 19 -

• (iii) accurately and fairly reflect the basis for the Blackheath Financial Statements;

• (l) Blackheath has duly and timely made or prepared all Tax Returns required to be made or prepared by it under applicable Laws, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon in accordance with applicable Law;

• (m) Blackheath has: (i) duly and timely paid all Taxes and installments of Taxes due and payable by it; (ii) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it, and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and (iii) duly and timely collected all amounts on account of sales or transfer Taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes, required by applicable Laws to be collected by it, and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

• (n) as at the date hereof, neither Blackheath nor the Corporation is aware of any material contingent tax liability of Blackheath or the Corporation or any grounds which will prompt a reassessment;

• (o) the charges, accruals and reserves for Taxes reflected on the Blackheath Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the reasonable opinion of Blackheath, adequate under IFRS to cover Taxes with respect to Blackheath accruing through the date hereof;

• (p) there are no claims, demands, complaints, actions, proceedings, investigations, suits, causes of action, assessments or reassessments, charges, judgments, orders, writs, injunctions, decrees, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, judicial, administrative or otherwise now pending or, to the knowledge of Blackheath and the Corporation, threatened against Blackheath or the Corporation that propose to assess Taxes in addition to those reported in the Tax Returns;

• (q) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Blackheath;

• (r) all filings made by Blackheath or the Corporation under which Blackheath or the Corporation has received or is entitled to government incentives, have been made in accordance, in all material respects, with all applicable legislation and contain no misrepresentations of material fact or omit to state any material fact which could cause any amount previously paid to Blackheath or the Corporation or previously accrued on the accounts thereof to be recovered or disallowed;

• 20 -

• (s) each of Blackheath and the Corporation has complied with and is not in violation of any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect;

• (t) each of Blackheath and the Corporation is in compliance in all material respects with Environmental Laws;

• (u) except to the extent that any violation or other matter referred to in this subsection does not constitute a Material Adverse Effect:

• (i) each of Blackheath and the Corporation has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

• (ii) there: (i) has been no release, or to Blackheath's knowledge, threatened release of any Hazardous Substance on, upon, into or from any site currently or heretofore owned, leased or otherwise used by Blackheath; (ii) have been no Hazardous Substances generated by Blackheath that have been disposed of or come to rest at any site not in conformity with Environmental Laws; and (iii) are no underground storage tanks located on, no polychlorinated biphenyls (" PCBs ") or PCB-containing equipment used or stored on, and no Hazardous Substance stored on, any site owned or operated by Blackheath, except for the storage of hazardous waste in compliance with Environmental Laws;

• (iii) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Blackheath or the Corporation;

• (iv) neither Blackheath nor the Corporation has failed to report to the proper federal, provincial, state, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Law; and

• (v) neither Blackheath nor the Corporation has received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Laws, and neither Blackheath nor the Corporation has settled any allegation of material non-compliance short of prosecution;

• (v) Blackheath does not own any property or assets, other than cash and cash equivalents. Blackheath does not lease any property or premises and is not required to make any payments in connection with its use or occupation of any property or premises. Blackheath has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations that are specifically disclosed in the Blackheath Financial Statements; or (ii) liabilities and obligations incurred in the ordinary and regular course of business consistent with past practice since September 30, 2020 that are not and would not, individually or in the aggregate with all other liabilities and obligations of Blackheath and the Corporation (other than those disclosed in the Blackheath Financial Statements), reasonably be expected to have a Material Adverse Effect

• 21 -

or, as a consequence of the consummation of the Transaction, have a Material Adverse Effect;

• (w) any and all operations of Blackheath and, to the knowledge of Blackheath, any and all operations by third parties, on or in respect of the assets and properties of Blackheath, have been conducted in accordance with good industry practices and in material compliance with applicable Laws;

• (x) each of Blackheath and the Corporation has full corporate capacity, power and authority to enter into the applicable Offering Agreements and the Amalgamation and Arrangement Agreement and to perform its obligations set out herein and therein (including, without limitation, in the case of the Corporation, to create, issue and sell the Subscription Receipts and to issue the Underlying Shares and, in the case of Blackheath, to issue the Resulting Issuer Shares), and this Agreement is and the Amalgamation and Arrangement Agreement has been, and each of the Subscription Agreements and the Subscription Receipt Agreement will be, as applicable, on the Closing Date (or the date of delivery, as applicable), duly authorized, executed and delivered by each of Blackheath and the Corporation, as applicable, and this Agreement and the Amalgamation and Arrangement Agreement is, and the Subscription Agreements and the Subscription Receipt Agreement will on the Closing Date (or the date of delivery, as applicable) be, legal, valid and binding obligations of each of Blackheath and the Corporation, as applicable, enforceable against each of Blackheath and the Corporation, as applicable, in accordance with their terms subject to laws relating to creditors' rights generally and except as rights to indemnity may be limited by applicable law;

• (y) at the Closing Date, the Subscription Receipts and the Underlying Shares will be duly and validly created, authorized, allotted and reserved for issuance and, in the case of the Underlying Shares, upon issuance in accordance with the Subscription Receipt Agreement, and, in the case of the Resulting Issuer Shares, upon issuance in accordance with the Amalgamation and Arrangement Agreement, will be issued as fully paid and non-assessable Common Shares or Resulting Issuer Shares, as applicable;

• (z) neither Blackheath nor the Corporation is in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of any of the Offering Agreements or the Amalgamation and Arrangement Agreement by either Blackheath or the Corporation or any of the transactions contemplated hereby or thereby, does not and will not result in any breach of, or be in conflict with or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under: (i) any term or provision of the articles, by-laws or resolutions of the directors (or committee thereof) or shareholders of either of Blackheath or the Corporation; (ii) any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which either of Blackheath or the Corporation is a party or by which it is bound; or (iii) any applicable Law applicable to either of Blackheath or the Corporation or their properties or assets, which default or breach might reasonably be expected to constitute a Material Adverse Effect or would impair the ability of either of Blackheath or the Corporation to consummate the transactions contemplated

• 22 -

hereby or thereby or to duly observe and perform any of its covenants or obligations contained in any of the Offering Agreements or the Amalgamation and Arrangement Agreement;

• (aa) the audited annual financial statements of Blackheath for the financial years ended December 31, 2020, 2019 and 2018, and the respective notes thereto (the " Blackheath Financial Statements ") were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Blackheath at the respective dates indicated and the results of operations of Blackheath for the periods covered. Except as disclosed in the Blackheath Financial Statements, Blackheath does not have any liability or obligation, whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Blackheath Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since January 1, 2020, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect;

• (bb) since December 31, 2020: (i) Blackheath has conducted its business only in the ordinary and regular course of business consistent with past practice; (ii) Blackheath has not incurred or suffered a Material Adverse Change; (iii) there has not been any acquisition or sale by Blackheath of any material property or assets thereof; (iv) there has not been any incurrence, assumption or guarantee by Blackheath of any debt for borrowed money, any creation or assumption by Blackheath of any Encumbrance, any making by Blackheath of any loan, advance or capital contribution to, or investment in, any other person; (v) Blackheath has not declared or paid any dividends or made any other distribution in respect of any of the common shares of Blackheath; (vi) other than in connection with the Transaction, Blackheath has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding common shares of Blackheath; (vii) there has not been any material increase in or modification of the compensation payable by Blackheath to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; (viii) Blackheath has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Blackheath Financial Statements; and (ix) Blackheath has not adopted or amended any bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan;

• (cc) there has not been any reportable event (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with the auditors of Blackheath;

• (dd) neither Blackheath nor the Corporation is a party to or bound by any agreement of guarantee, indemnification (other than pursuant to this Agreement and prior underwriting and agency agreements, financial and/or strategic advisory agreements and indemnification of directors and officers in accordance with applicable law, the by-laws of each of Blackheath and the Corporation or pursuant to indemnity agreements and indemnification agreements or covenants

• 23 -

that are entered into arising in the ordinary course of business, including, without limitation, operating and similar agreements, indemnification and contribution provisions in the Offering Agreements, transfer agency agreements and credit agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;

• (ee) neither Blackheath nor the Corporation has any loans or other indebtedness which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm's length with either of Blackheath or the Corporation that are currently outstanding;

• (ff) to the knowledge of each of Blackheath and the Corporation, none of the directors, officers or employees of Blackheath or the Corporation, or any associate or affiliate of any of the foregoing, had, has or will have following completion of the Transaction, any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Resulting Issuer which, as the case may be, materially affects, is material to or will materially affect the Resulting Issuer;

• (gg) since December 31, 2020, neither Blackheath nor the Corporation has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to Blackheath or the Corporation and which is not in the ordinary course of business, other than in respect of the Transaction;

• (hh) there are no actions, suits, proceedings or inquiries in existence or pending or, to the knowledge of each of Blackheath and the Corporation, threatened against or affecting Blackheath or the Corporation at law or in equity or before or by any Governmental Entity which constitutes or could constitute a Material Adverse Effect or which affects or may affect the distribution of the Subscription Receipts or the Underlying Shares or which would impair the ability of Blackheath or the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in any of the Offering Agreements, as applicable, or contained in the Amalgamation and Arrangement Agreement or to complete the Transaction, and neither Blackheath nor the Corporation is aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;

• (ii) there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Blackheath or the Corporation, threatened against or relating to Blackheath or the Corporation before any Governmental Entity. Neither Blackheath, the Corporation nor any of their properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Blackheath or the Corporation to conduct its business as carried on as of the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, the Offering Agreements or the Amalgamation and Arrangement Agreement;

• 24 -

• (jj) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 100 Common Shares are currently issued and outstanding, each of which shares are validly issued, fully paid and nonassessable and are legally and beneficially owned by Blackheath;

• (kk) the authorized capital of Blackheath consists of an unlimited number of common shares, of which 14,526,139 common shares of Blackheath are currently issued and outstanding, each of which shares are validly issued, fully paid and nonassessable;

• (ll) other than pursuant to the Offering and the Transaction, no person, firm, corporation or other entity holds any securities convertible or exchangeable into shares of the Corporation or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right (whether or not on condition(s)) for the purchase or other acquisition of any unissued securities of the Corporation;

• (mm) other than pursuant to the Transaction, no person, firm, corporation or other entity holds any securities convertible or exchangeable into shares of Blackheath or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right (whether or not on condition(s)) for the purchase or other acquisition of any unissued securities of Blackheath;

• (nn) Computershare acts as the registrar and transfer agent of the common shares of Blackheath;

• (oo) at the Closing Time, Odyssey will be duly appointed as the Trustee under the Subscription Receipt Agreement;

• (pp) no Securities Commission, other securities commission or similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of Blackheath or the Corporation, no such proceeding is threatened, or to the knowledge of Blackheath or the Corporation, pending or contemplated and neither Blackheath nor the Corporation is not in default of any requirement of Applicable Securities Laws;

• (qq) to the knowledge of Blackheath and the Corporation, no insider of Blackheath or the Corporation has a present intention to sell any securities of either Blackheath or the Corporation held by it;

• (rr) other than as provided for in the Amalgamation and Arrangement Agreement, no authorization, approval or consent of any court or governmental authority or agency is required to be obtained by the Corporation in connection with the sale and delivery of the Subscription Receipts or the Underlying Shares or by Blackheath in connection with the issuance of the Resulting Issuer Shares;

• (ss) other than as provided for in this Agreement or with respect to Blackheath's and the Corporation's financial and/or strategic advisors in connection with the Transaction, neither Blackheath nor the Corporation has incurred any obligation or liability, contingent or otherwise, or brokerage fees, finder's fees, underwriter's

• 25 -

or agent's commission or other similar forms of compensation with respect to the transactions contemplated hereby or by the Transaction;

• (tt) the form and terms of definitive certificates representing the Subscription Receipts will be, on the Closing Date, duly approved and adopted by the Corporation and will comply with all legal requirements relating thereto;

• (uu) the form and terms of definitive certificates representing the Resulting Issuer Shares will be, on the Escrow Release Date, duly approved and adopted by the Resulting Issuer and will comply with all legal requirements relating thereto;

• (vv) other than the net smelter returns royalty held by Blackheath, neither Blackheath nor the Corporation has any knowledge of any outstanding rights of first refusal or other preemptive rights of purchase which entitle any person to acquire any of the rights, title, interests, property or assets of either Blackheath or the Corporation or the Spinout Assets;

• (ww) to the knowledge of Blackheath and the Corporation, none of their respective directors or officers are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

• (xx) neither Blackheath nor the Corporation is a party to or bound by any noncompetition contract or any other contract, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of Blackheath or the Corporation are conducted or the business of the Resulting Issuer will be conducted; (ii) limit any business practice of Blackheath, the Corporation or the Resulting Issuer in any material respect; or (iii) restrict any acquisition or disposition of any property or assets by Blackheath, the Corporation or the Resulting Issuer in any material respect;

• (yy) there is no agreement, judgment, injunction, order or decree binding upon Blackheath or the Corporation that has, or would be reasonably expected to have, the effect of prohibiting, restricting or materially impairing any current business practice of Blackheath or the Corporation, any acquisition of property by Blackheath or the Corporation, including, but not limited to, with respect to the Spinout Assets, or the conduct of business by Blackheath or the Corporation as currently conducted;

• (zz) the representations and warranties made by Blackheath and the Corporation in the Subscription Agreements and the Subscription Receipt Agreement, as applicable, are, or will be, true and correct as of the date at which they are made;

• (aaa) Blackheath is insured by insurers of recognized financial responsibility against such losses and risks in such amounts as are prudent and customary in the businesses in which it is engaged; all policies of insurance insuring Blackheath or its business, assets, employees, officers and directors are in full force and effect, except where the failure to be in full force and effect would not constitute a Material Adverse Effect;

• 26 -

• (bbb) except for the Amalgamation and Arrangement Agreement, there are no material contracts or agreements out of the ordinary course of business to which the Corporation is a party or by which it is bound. For the purposes of this subsection, any contract or agreement pursuant to which it will, or may reasonably be expected to, result in a requirement of it to expend more than an aggregate of $500,000, or receive or be entitled to receive revenue of more than $500,000 in either case in the next 12 months, or is out of the ordinary course of business, shall be considered to be material;

• (ccc) to the knowledge of Blackheath and the Corporation, no other party is in default in the observance or performance of any term or obligation to be performed by it under any contract to which either Blackheath or the Corporation is a party or by which it is bound which is material to the business of either Blackheath or the Corporation and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to constitute a Material Adverse Effect;

• (ddd) neither Blackheath nor the Corporation is a party to any contracts of employment that may not be terminated on one month or less notice or that provide for payments occurring on the change of control of either Blackheath or the Corporation;

• (eee) neither Blackheath nor the Corporation has in place a shareholder rights protection plan;

• (fff) the Corporation is not a "reporting issuer" or the equivalent under Applicable Securities Laws in Canada and the Common Shares are not currently listed on any stock exchange;

• (ggg) Blackheath is a "reporting issuer" or the equivalent under Applicable Securities Laws in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The common shares of Blackheath are listed on the TSX Venture Exchange under the symbol "BHR";

• (hhh) neither Blackheath nor the Corporation is subject to any cease trade or other order of any applicable Securities Commissions and, to the knowledge of Blackheath and the Corporation, no investigation or other proceedings involving Blackheath or the Corporation that may operate to prevent or restrict trading of any securities of Blackheath, the Corporation or the Resulting Issuer are currently in progress or pending before any applicable Securities Commissions;

• (iii) to the knowledge of Blackheath and the Corporation, no officer or director of Blackheath or the Corporation is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that would in any way limit or restrict their involvement with Blackheath or the Corporation or business affairs of Blackheath or the Corporation;

• (jjj) neither Blackheath or the Corporation nor, to the knowledge of Blackheath and the Corporation, any of their shareholders, is a party to any unanimous shareholders agreement, pooling agreement, voting trust or other similar type of

• 27 -

arrangements in respect of outstanding securities of Blackheath or the Corporation;

• (kkk) the representations and warranties of each of Blackheath and the Corporation in the Amalgamation and Arrangement Agreement, a true copy of which has been provided to the Agents, are true and correct as of the date hereof;

• (lll) to the knowledge of Blackheath and the Corporation, the representations and warranties of any of Wolverine, GIP and Spinco in the Amalgamation and Arrangement Agreement are true and correct as of the date hereof and none of Wolverine, GIP nor Spinco is in breach of any covenants of any of Wolverine, GIP or Spinco in the Amalgamation and Arrangement Agreement;

• (mmm) neither Blackheath nor the Corporation is aware of any material differences in the information provided to Blackheath and the Corporation by Wolverine, GIP and Spinco to the representations and warranties of each of Wolverine, GIP and Spinco in the Amalgamation and Arrangement Agreement except as would not be expected to have a material adverse effect on Wolverine, GIP and Spinco or on the ability of Blackheath, the Corporation or any of Wolverine, GIP or Spinco to complete the Transaction;

• (nnn) solely as it related to information concerning Blackheath and the Corporation, all statements of fact contained in the Investor Presentation were, when made, true, complete and accurate in all material respects, did not contain a misrepresentation, and were not misleading in any material respect and all opinions or views of Blackheath and the Corporation or their directors or officers (including, statements and information which are forward-looking or otherwise relate to projections, forecasts or estimates of future performance or results (operating, financial or otherwise)) (" Forward-looking Statements ") contained in the Investor Presentation were, subject to the qualifications and provisions set forth in the Investor Presentation, when made, honestly held and believed to be reasonable at the time they were given; provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in Forward-looking Statements;

• (ooo) no information that related solely to Blackheath or the Corporation has been omitted from the Investor Presentation which might make any statement of fact or any Forward-looking Statements included in the Investor Presentation, when made, untrue, inaccurate or misleading or invalid in any material respect or which might qualify in any material respect as of such date any assumption made in support of any statement of fact or Forward-looking Statement included in the Investor Presentation; provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in Forward-looking Statements;

• (ppp) the Due Diligence Responses provided by each of the Corporation and Blackheath as they relate to matters of historical fact are true and correct in all material respects as at the time the Due Diligence Responses are given (unless such Due Diligence Responses are stated to be effective as at an earlier time in which case the applicable information will have been true and correct in all material respects as of such earlier time) and, to the best of the knowledge of

• 28 -

each the Corporation and Blackheath, the Due Diligence Responses taken as a whole do not omit any fact or information necessary to make any of the Due Diligence Responses not misleading, in any material respect, in light of the circumstances in which the Due Diligence Responses were given, and each of the Corporation and Blackheath shall use commercially reasonable efforts to cause its directors and officers, as applicable, to respond in a thorough and complete fashion. Where the Due Diligence Responses provided by each of the Corporation and Blackheath or any portion thereof include Forward-looking Statements, such opinions or views are subject to the qualifications and provisions set forth in the Due Diligence Responses and are based on assumptions believed to be reasonable at the time they are given; provided, however, it shall not constitute a breach of this section solely if the actual results vary or differ from those contained in the Forward-looking Statements;

• (qqq) the operations of each of Blackheath and the Corporation are, and have been, and the operations of the Resulting Issuer will be conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time to time (the " PCMLTFA ") and all other applicable anti-money laundering and antiterrorist statutes of the jurisdictions in which Blackheath and the Corporation conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the " Anti-Money Laundering Laws "); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Blackheath or the Corporation with respect to the AntiMoney Laundering Laws is pending or, to the best knowledge of each of Blackheath and the Corporation, threatened;

• (rrr) none of Blackheath, the Corporation, nor, to the knowledge of each of Blackheath and the Corporation, any director, officer, agent or employee of Blackheath or the Corporation has: (i) paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of Blackheath or the Corporation, any payment or gift given to any person acting in an official capacity for any Governmental Entity, to any political party or official thereof, or to any candidate for political office (each, a " Government Official ") with the purpose of (A) influencing any act or decision of such Government Official in his or her official capacity; (B) inducing such Government Official to perform or omit to perform any activity related to his or her legal duties; (C) securing any improper advantage; or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, in each case, in order to assist Blackheath or any affiliate thereof in obtaining or retaining business for or with, or in directing business to, Blackheath, the Corporation or any affiliate thereof; (ii) made any illegal contribution to any political party or candidate; or (iii) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. Without limiting any of the foregoing, neither Blackheath nor the Corporation, nor, to the knowledge of Blackheath, any director, officer, agent or employee of Blackheath or the Corporation has taken any action that would violate the Corruption of Foreign Public Officials Act (Canada) (" CFPOA ") or the Foreign Corrupt Practices Act of

• 29 -

1977 of the United States of America (" FCPA ") or any other applicable antibribery Law, nor has paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of Blackheath or the Corporation, any bribe, kickback, other similar illegal payment or gift, to any supplier or customer;

• (sss) neither Blackheath nor the Corporation is currently conducting business with, or has ever conducted business with, nor is it itself, an entity that is controlled by persons that are (i) the subject of any economic, financial or trade sanctions administered or enforced by Canada (including any such sanctions administered under the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any regulations thereunder), the United States of America (including any such sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or applicable sanctions authority (collectively, " Sanctions "), or (ii) organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. The sale and issuance of the Subscription Receipts contemplated by the Offering will not violate Sanctions as a result of any act or omission by Blackheath or the Corporation;

• (ttt) Blackheath and the Corporation are in material compliance with all privacy laws applicable to them and neither Blackheath nor the Corporation has received written notice of any request, complaint, investigation, inquiry or claim relating to its handling of personal information; and

• (uuu) to the knowledge of Blackheath and the Corporation, no event has occurred or condition exists which may prevent the Transaction from being completed pursuant to and in accordance with the terms and conditions of the Amalgamation and Arrangement Agreement prior to the Escrow Release Deadline.

Section 9 Representations and Warranties of Wolverine

Wolverine represents and warrants to the Agents, and acknowledges that the Agents are relying upon such representations and warranties, as follows:

• (a) Wolverine has full corporate capacity, power and authority to enter into this Agreement, the Amalgamation and Arrangement Agreement and the Subscription Receipt Agreement and to perform its obligations set out herein and therein, and this Agreement is and the Amalgamation and Arrangement Agreement has been, and the Subscription Receipt Agreement will be, on the Closing Date (or the date of delivery, as applicable), duly authorized, executed and delivered by Wolverine and this Agreement and the Amalgamation and Arrangement Agreement is, and the Subscription Receipt Agreement will on the Closing Date (or the date of delivery, as applicable) be, legal, valid and binding obligations of Wolverine enforceable against Wolverine in accordance with their terms subject to laws relating to creditors' rights generally and except as rights to indemnity may be limited by applicable law;

• 30 -

• (b) Wolverine is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement, the Amalgamation and Arrangement Agreement and the Subscription Receipt Agreement by Wolverine or any of the transactions contemplated hereby or thereby, does not and will not result in any breach of, or be in conflict with or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under: (i) any term or provision of the articles, by-laws or resolutions of the directors (or committee thereof) or shareholders of Wolverine; (ii) any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which Wolverine is a party or by which it is bound; or (iii) any law, judgment, decree, order, statute, rule or regulation applicable to Wolverine or its properties or assets, which default or breach might reasonably be expected to constitute a Material Adverse Effect or would impair the ability of Wolverine to consummate the transactions contemplated hereby or thereby or to duly observe and perform any of its covenants or obligations contained in any of this Agreement, the Amalgamation and Arrangement Agreement and the Subscription Receipt Agreement;

• (c) the representations and warranties of Wolverine in the Amalgamation and Arrangement Agreement, a true copy of which has been provided to the Agents, are true and correct as of the date hereof;

• (d) Wolverine does not have any reason to believe that the representations and warranties of either of Blackheath or the Corporation in the Amalgamation and Arrangement Agreement are not true and correct as of the date hereof or that either of Blackheath or the Corporation is in breach of any covenants of either of Blackheath or the Corporation in the Amalgamation and Arrangement Agreement;

• (e) Wolverine is not aware of any material differences in the information provided to Wolverine by either of Blackheath or the Corporation to the representations and warranties of either of Blackheath or the Corporation in the Amalgamation and Arrangement Agreement except as would not be expected to have a Material Adverse Effect or on the ability of any of the parties to complete the Transaction;

• (f) all statements of fact contained in the Investor Presentation in respect of the Spinout Assets and the Resulting Issuer were, when made, true, complete and accurate in all material respects, did not contain a misrepresentation, and were not misleading in any material respect and all opinions or views of Wolverine or its directors or officers (including Forward-looking Statements) contained in the Investor Presentation were, subject to the qualifications and provisions set forth in the Investor Presentation, when made, honestly held and believed to be reasonable at the time they were given; provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in Forward-looking Statements;

• (g) no information in respect of the Spinout Assets or the Resulting Issuer has been omitted from the Investor Presentation which might make any statement of fact or any Forward-looking Statements included in the Investor Presentation, when made, untrue, inaccurate or misleading or invalid in any material respect or which

• 31 -

might qualify in any material respect as of such date any assumption made in support of any statement of fact or Forward-looking Statement included in the Investor Presentation; provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in Forward-looking Statements;

• (h) the Due Diligence Responses provided by Wolverine as they relate to matters of historical fact are true and correct in all material respects as at the time the Due Diligence Responses are given (unless such Due Diligence Responses are stated to be effective as at an earlier time in which case the applicable information will have been true and correct in all material respects as of such earlier time) and, to the best of the knowledge of Wolverine, the Due Diligence Responses taken as a whole do not omit any fact or information necessary to make any of the Due Diligence Responses not misleading, in any material respect, in light of the circumstances in which the Due Diligence Responses were given, and Wolverine shall use commercially reasonable efforts to cause its directors and officers, as applicable, to respond in a thorough and complete fashion. Where the Due Diligence Responses provided by Wolverine or any portion thereof include Forward-looking Statements, such opinions or views are subject to the qualifications and provisions set forth in the Due Diligence Responses and are based on assumptions believed to be reasonable at the time they are given; provided, however, it shall not constitute a breach of this section solely if the actual results vary or differ from those contained in the Forwardlooking Statements;

• (i) Wolverine and its wholly-owned Subsidiaries, directly or indirectly, are the sole legal and beneficial owner and have valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any material title defect or Encumbrance to, or is entitled to the benefits of, the Spinout Assets. Except as set out in the Wolverine Disclosure Letter, the Spinout Assets are not subject to any material title defect or Encumbrance and Wolverine is not aware of any facts or circumstances which might limit, affect or prejudice any of Wolverine's ownership rights over the Spinout Assets;

• (j) Wolverine holds, and the Resulting Issuer will hold, all permits, certificates, certificates of authorization, approvals, orders, licenses or other authorizations required under any Laws or Environmental Laws in connection with the operation of the Spinout Assets as presently conducted and the ownership and use thereof, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Wolverine, SpinCo, GIP (taken as a whole) or on the Spinout Assets and neither Wolverine (as it relates to the Spinout Assets), SpinCo, GIP nor any of their properties or assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of any Laws or Environmental Laws has occurred or is occurring, and neither Wolverine (as it relates to the Spinout Assets), SpinCo nor GIP is subject to any known material environmental liabilities;

• (k) any and all operations on or in respect of the Spinout Assets by Wolverine have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of

• 32 -

governmental and other competent authorities having jurisdiction over the Spinout Assets;

• (l) the Resulting Issuer will have all requisite corporate power and capacity to carry on the business proposed to be conducted by the Resulting Issuer following completion of the Transaction and to own, lease and operate its property and assets, and the Resulting Issuer will be, duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets;

• (m) the Resulting Issuer will have all material licences, permits, orders or approvals of, and will have made all required registrations with, any governmental or regulatory body that are material to the conduct of the business proposed to be conducted by the Resulting Issuer;

• (n) as at the effective time of the Transaction, GIP shall be the sole legal and beneficial owner of the Spinout Assets;

• (o) the Spinout Financial Statements and the Resulting Issuer Pro Forma Financial Statements were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of the Spinout Assets and the Resulting Issuer, as applicable, at the dates indicated and the results of operations of the Spinout Assets and the Resulting Issuer, as applicable, at the respective dates indicated. Except as disclosed in the Spinout Financial Statements and the Resulting Issuer Pro Forma Financial Statements, there are no liabilities or obligations, whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Spinout Financial Statements or the Resulting Issuer Pro Forma Financial Statements, as applicable, except liabilities and obligations incurred in the ordinary and regular course of business since January 1, 2020 which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Wolverine, SpinCo or GIP (taken as a whole) or on the Spinout Assets or the Resulting Issuer, as applicable;

• (p) to the knowledge of Wolverine, no person who will own following completion of the Transaction, directly or indirectly, more than 10% of any class of securities of the Resulting Issuer, or any associate or affiliate of any of the foregoing, has or will have following completion of the Transaction, any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Resulting Issuer which, as the case may be, is material to or will materially affect the Resulting Issuer;

• (q) to Wolverine's knowledge, there is no agreement, judgment, injunction, order or decree binding upon Blackheath or the Corporation that has, or would be reasonably expected to have, the effect of prohibiting, restricting or materially impairing the anticipated business practice of the Resulting Issuer, any acquisition of property by Blackheath or the Corporation, including, but not limited to, with respect to the Spinout Assets, or the conduct of business as will be conducted by the Resulting Issuer;

• 33 -

• (r) to the knowledge of Wolverine, no event has occurred or condition exists which may prevent the Transaction from being completed pursuant to and in accordance with the terms and conditions of the Amalgamation and Arrangement Agreement prior to the Escrow Release Deadline; and

• (s) that in the event that a Termination Event occurs, Wolverine shall promptly, and covenants with the Agents to, pay the 50% of the Agents' Fee which has been earned on the Closing Date and the Agents' Expenses for and on behalf of the Corporation in accordance with Section 13 and Section 14 of this Agreement and Section 6.2 of the Subscription Receipt Agreement.

Section 10 Conditions

The obligations of the Agents hereunder shall be conditional upon the Agents receiving at the Closing Time:

• (a) a legal opinion of the Corporation's Counsel and counsel to Blackheath (addressed to the Agents and the Subscribers) in form and substance satisfactory to the Agents, acting reasonably, relating to the offering, issuance and sale of the Subscription Receipts and the issuance of the Underlying Shares and the Resulting Issuer Shares, including, without limitation, the matters set forth in Schedule A hereto (or as otherwise agreed by the Agents, acting reasonably) and as to all other legal matters, including compliance with Applicable Securities Laws, in any way connected with the Offering as the Agents may reasonably request (subject to such qualifications and assumptions as may be determined by such counsel), it is understood that the Corporation's Counsel and Blackheath's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the jurisdiction of residence of such counsel or Canada (which, for certainty, shall include an opinion of the Corporation’s U.S. counsel, addressed to the Agents, in form and substance reasonably satisfactory to the Agents, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Subscription Receipts in the United States) and on certificates of officers of the Corporation, the transfer agent of the Common Shares and the auditors of the Corporation as to relevant matters of fact;

• (b) a legal opinion of counsel to Wolverine (addressed to the Agents and the Subscribers) in form and substance satisfactory to the Agents, acting reasonably, relating to the matters set forth in paragraphs 1, 2 and 3 of Schedule A hereto (or as otherwise agreed by the Agents, acting reasonably) modified in relation to Wolverine and as to all other legal matters, including compliance with Applicable Securities Laws, in any way connected with the Offering as the Agents may reasonably request (subject to such qualifications and assumptions as may be determined by such counsel), it is understood that Wolverine's counsel may rely on certificates of officers of Wolverine as to relevant matters of fact;

• (c) a certificate of each of the Corporation, Blackheath and Wolverine dated the Closing Date, addressed to the Agents and the Subscribers and signed on the Corporation's behalf by two senior officers of each of the Corporation, Blackheath and Wolverine satisfactory to the Agents, acting reasonably, certifying that:

• 34 -

• (i) the Corporation, Blackheath or Wolverine, as applicable, has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time, other than those which have been waived in writing by the Agents;

• (ii) the representations and warranties of the Corporation, Blackheath or Wolverine, as applicable, set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement, as applicable, are true and correct at the Closing Time, as if made at such time;

• (iii) no event of a nature referred to in Section 16(a), (b), (d) or (h), excluding any determination as to the occurrence of such required to be made by the Agents, has occurred or is pending since the date of this Agreement or, to the knowledge of such officers, is contemplated or threatened;

• (iv) the Corporation, Blackheath or Wolverine, as applicable, has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances under Applicable Securities Laws, and under any applicable agreement or document to which the Corporation, Blackheath or Wolverine, as applicable, is a party or by which it is bound, required for the execution and delivery of this Agreement, the Subscription Agreements and the Subscription Receipt Agreement, as applicable, the offering and sale of the Subscription Receipts and the distribution of the Underlying Shares and the Resulting Issuer Shares in the Selling Jurisdictions and the consummation of the other transactions contemplated hereby (for greater certainty, other than in respect of the Transaction), as applicable; and

• (v) such other matters as may be reasonably requested by the Agents or the Agents' Counsel;

• (d) definitive certificates or evidence of book-based registration as set out in Section 11 representing, in the aggregate, all of the Subscription Receipts, subject to Section 11 below, in the name of CDS & Co. or in such name or names as the Agents shall notify the Corporation in writing not less than two (2) Business Days prior to the Closing Time;

• (e) a duly executed copy of the Subscription Receipt Agreement in form and substance reasonably satisfactory to the Agents and the Agents' Counsel;

• (f) evidence satisfactory to the Agents that the Corporation has obtained all necessary third party approvals, including conditional approval of the TSX Venture Exchange for the Offering, subject only to the filing of required documents which are in the possession of the Corporation on the Closing Date, or will be in the possession of the Corporation prior to the closing of the Transaction, as applicable and payment of applicable fees;

• (g) evidence satisfactory to the Agents that the Amalgamation and Arrangement Agreement has not been terminated or amended in any material respect and that no event has occurred or condition exists which will prevent the Transaction from being completed on or prior to the Escrow Release Deadline substantially and in

• 35 -

all material respects as contemplated in the Amalgamation and Arrangement Agreement; and

• (h) such further and other documentation as may be contemplated by this Agreement or that may reasonably be requested by Agents' Counsel.

The foregoing conditions are for the sole benefit of the Agents and may be waived in whole or in part by the Agents at any time and, without limitation, the Agents shall have the right, on behalf of potential subscribers, to withdraw all Subscription Agreements delivered and not previously withdrawn or rescinded by such persons. If any of the foregoing conditions are not met, the Agents may terminate their obligations under this Agreement without prejudice to any other remedies they may have.

Section 11 Book-Based Registration

If the Corporation determines to issue any or all of the Subscription Receipts as a book-based security in accordance with the rules and procedures of The Canadian Depository for Securities Limited (" CDS "), then, as an alternative to the Corporation delivering to the Agents definitive certificates representing the Subscription Receipts in the manner and at the times set forth in Section 12(d):

• (a) the Agents will provide a direction to CDS with respect to the crediting of the Subscription Receipts to the accounts of the participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Closing Date to permit such crediting; and

• (b) the Corporation shall cause Odyssey as registrar and transfer agent of the Subscription Receipts, to deliver to CDS, on behalf of the Agents, one or more fully registered global certificates or electronic confirmations representing the Subscription Receipts to be purchased hereunder, in the name of "CDS & Co." as the nominee of CDS, to be held by CDS as a book-entry only security in accordance with the rules and procedures of CDS or to issue electronically and register through the non-certificated inventory process the Subscription Receipts (or such portion of the Subscription Receipts that are to be issued electronically), such electronic issuance(s) being registered in the name of "CDS & Co." (or such other name as RBC may direct).

Section 12 Closing

The issue and sale of the Subscription Receipts shall be completed at the Closing Time at the offices of the Corporation's Counsel in Calgary, Alberta or at such other place as the Corporation and the Agents may agree. Subject to the conditions set forth in Section 10 hereof, the Agents, on the Closing Date, shall:

• (a) deliver to the Corporation all completed Subscription Agreements (including any applicable documents specifically referred to in the Subscription Agreements), in form and substance reasonably satisfactory to the Corporation, the Agents, the Corporation's Counsel and the Agents' Counsel;

• (b) deliver to the Corporation executed copies of all forms required under Applicable Securities Laws from each of the Subscribers; and

• 36 -

• (c) effect a wire transfer of funds to the Trustee in an amount equal to the aggregate of all subscriptions for the Subscription Receipts delivered to and accepted by the Corporation less the amount equal to the aggregate Subscription Receipt Notes,

against delivery by the Corporation, Blackheath and Wolverine, as applicable, of:

• (d) definitive certificates representing or evidence of book-entry only registration or electronic confirmation of, in the aggregate, all of the Subscription Receipts subscribed for or purchased hereunder, registered in such name or names as the Agents shall notify the Corporation in writing of not less than 48 hours prior to the Closing Time provided such certificates registered in such names may, subject to receipt by the Corporation and the Trustee of a satisfactory indemnity, be delivered in advance of the Closing Date to the Agents or such other parties in such locations as the Agents may direct and the Agents and the Corporation may agree upon; provided that, in the event that the Corporation and RBC, for and on behalf of the Agents, agree, each acting reasonably, to procedures for the direct settlement by the Corporation and the Trustee with certain Subscribers of certain Subscription Receipts, the Corporation shall complete the sale of such Subscription Receipts in accordance with such procedures;

• (e) an executed copy of the Subscription Receipt Agreement;

• (f) executed copies of the Subscription Receipt Notes and the Backstop and Assignment Agreement;

• (g) executed copies of the lock-up agreements referred to in Section 5(j) hereof; and

• (h) such further documentation as may be contemplated by this Agreement or that may reasonably be requested by Agents' Counsel.

The Corporation may not reject any properly completed Subscription Agreement which is in compliance with Applicable Securities Laws, unless: (i) the number of Subscription Receipts subscribed for or purchased pursuant to all Subscription Agreements tendered by the Agents exceeds the maximum number of Subscription Receipts to be sold pursuant to this Agreement, in which case Subscription Agreements representing the overage shall, in consultation with the Agents, be rejected; (ii) the acceptance of such Subscription Agreement may breach or violate any Applicable Securities Laws; (iii) the Subscriber who has executed the Subscription Agreement is not resident in or subject to the Applicable Securities Laws of the Selling Jurisdictions; or (iv) the Subscription Agreement is from a Subscriber that proposes to deposit the Subscription Receipts into a Canadian tax free savings account, registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan or registered disability savings plan.

Section 13 Agents' Fee

In consideration for its services hereunder, the Corporation agrees to pay to the Agents a cash fee equal to 6.0% (the " Agents' Fee ") of the aggregate Subscription Price of Subscription Receipts sold by the Agents under the Offering, which fee shall be payable at the Escrow Release Time, to RBC, on its own behalf and on behalf of the other Agents, from the Escrowed Funds, as set out in Section 6.2 of the Subscription Receipt Agreement. For greater certainty,

• 37 -

50% of the Agents' Fee shall be earned on the Closing Date and the remaining 50% of the Agents' Fee shall be earned upon the Escrow Release Conditions being met and issuance of the Underlying Shares pursuant to the Subscription Receipts. Wolverine hereby covenants and agrees with the Agents that in the event that a Termination Event occurs, Wolverine shall promptly pay the 50% of the Agents' Fee which has been earned on the Closing Date and the Agents' Expenses for and on behalf of the Corporation in accordance with this Section 13, Section 14 of this Agreement and Section 6.2 of the Subscription Receipt Agreement, and acknowledges and agrees that neither Blackheath nor the Corporation shall have any obligations in respect of the Agents’ Fee or Agents’ Expenses.

Section 14 Agents' Expenses

Whether or not the transactions contemplated herein shall be completed, all costs and expenses of or incidental to the creation, issue, sale or distribution of the Subscription Receipts shall be borne by the Corporation, including, without limitation, all costs and expenses of or incidental to the private placement of the Subscription Receipts, costs and expenses relating to any regulatory filings in the Selling Jurisdictions, the fees and expenses of the Corporation's Counsel, agent counsel retained by the Corporation's Counsel, the Trustee, the reasonable outof-pocket expenses of the Agents, including, but not limited to, travel and road show expenses and the Agents' legal fees, disbursements and expenses, and all other costs and expenses relating to the transactions contemplated herein (collectively, the " Agents' Expenses "). All of the Agents' Expenses incurred by the Agents which are reimbursable hereunder shall be payable by the Corporation at the earlier of: (i) the Escrow Release Time; and (ii) upon receiving an invoice therefor from RBC; provided that Wolverine hereby covenants and agrees with the Agents that in the event that a Termination Event occurs, Wolverine shall promptly pay the Agents' Expenses and the 50% of the Agents' Fee which has been earned on the Closing Date for and on behalf of the Corporation in accordance with this Section 14, Section 13 of this Agreement and Section 6.2 of the Subscription Receipt Agreement, and acknowledges and agrees that neither Blackheath nor the Corporation shall have any obligations in respect of the Agents’ Fee or Agents’ Expenses

Section 15 Waiver

The Agents may, in respect of the Corporation, waive in whole or in part any breach of, default under or non-compliance with any representation, warranty, covenant, term or condition hereof, or extend the time for compliance therewith, without prejudice to any of its rights in respect of any other representation, warranty, covenant, term or condition hereof or any other breach of, default under or non-compliance with any other representation, warranty, covenant, term or condition hereof, provided that any such waiver or extension shall be binding on an Agent only if the same is in writing and signed by such Agent.

Section 16 Termination Events

Each of the Agents may terminate its obligations hereunder, without any liability on such Agent's part, by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time:

• (a) any order to cease or suspend trading in any securities of the Corporation, Blackheath or Wolverine, or prohibiting or restricting the distribution of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares is made, or proceedings are announced, commenced or threatened for the making

• 38 -

of any such order, by any securities commission or similar regulatory authority or by any other competent authority, and the same has not been rescinded, revoked or withdrawn;

• (b) any inquiry, investigation (whether formal or informal) or other proceeding in relation to any of the Corporation, Blackheath or Wolverine or any of its directors or senior officers is announced, commenced or threatened by any federal, provincial, state, municipal, other governmental department or any Securities Commission or similar regulatory authority or by any other competent authority (unless based solely on the activities or alleged activities of the Agents or the Selling Dealer Group) or any order is issued under or pursuant to any statute of Canada or of any of the provinces of Canada, or any other applicable law or regulatory authority, or there is any change of law, regulation or policy or enactment of a law, regulation or policy or any change in the interpretation or administration thereof if, in the sole opinion of the Agent, acting reasonably, the announcement or commencement thereof or change, as the case may be, materially adversely affects, or may be reasonably expected to materially adversely affect, the completion of the Transaction or the distribution or market price or value of any of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (c) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence (including terrorism), acts of hostilities or escalation thereof or other calamity or crisis (including any health crisis or escalation of the COVID-19 pandemic) or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation or inquiry which, in the reasonable opinion of the Agents, adversely affects or involves, or may adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation, Blackheath or the Spinout Assets;

• (d) there should occur any change, event, fact or circumstance (actual, contemplated or threatened) of the nature referred to in Section 5(a) hereof or any development that could result in such a change, event, fact or circumstance, any of which, in the sole opinion of the Agent, acting reasonably, could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the market price or value or the marketability of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (e) the state of financial markets in Canada or elsewhere where it is planned to market the Subscription Receipts is such that, in the sole opinion of the Agent, the Subscription Receipts cannot be marketed profitably or successfully;

• (f) the Agent determines that any of the Corporation, Blackheath or Wolverine shall be in breach of, default under or non-compliance with any material representation, warranty, covenant, term or condition of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement or the Amalgamation and Arrangement Agreement, as applicable;

• 39 -

• (g) the Agent becomes aware, as a result of its due diligence review or otherwise, of any adverse material information, fact or change (determined solely by the Agent, acting reasonably) with respect to the Corporation, Blackheath or the Spinout Assets which had not been publicly disclosed or disclosed or made available in writing to the Agents prior to the date hereof or which occurred after the effective date hereof but prior to the Closing Time; or

• (h) the Amalgamation and Arrangement Agreement is terminated and not replaced by an amendment or restatement of such on substantially the same terms and satisfactory in form and containing terms and conditions acceptable to the Agents, acting reasonably, or the Corporation, Blackheath or Wolverine otherwise notifies the Agents that the Transaction will not occur,

in any of such cases, each Agent shall be entitled, at its option, to terminate and cancel its obligations to the Corporation under this Agreement and the obligations of any Subscriber under any Subscription Agreement.

Section 17 Continuation of Termination Right

Each Agent may exercise any or all of the rights provided for in Section 10, Section 15 or Section 16 notwithstanding any material change, change, event or state of facts and notwithstanding any act or thing taken or done by the Agents or any inaction by the Agents (except where the Agent purporting to exercise any of such rights is in material breach of its obligations under this Agreement), whether before or after the occurrence of any material change, change, event or state of facts including, without limitation, any act of the Agents related to the Offering. An Agent shall only be considered to have waived or be estopped from exercising or relying upon any of its rights under or pursuant to Section 10, Section 15 or Section 16 if such waiver or estoppel is in writing signed by such Agent and specifically waives or estops such exercise or reliance.

Section 18 Exercise of Termination Right

Any termination pursuant to the terms of this Agreement shall be effected by notice in writing delivered to the Corporation and the other Agents, provided that no termination shall discharge or otherwise affect any obligation of the Corporation, Blackheath or Wolverine, as applicable, under Section 6(h), Section 13, Section 14, Section 19, Section 20, Section 21, Section 22 or Section 23, as applicable. The rights of each Agent to terminate its obligations hereunder are in addition to, and without prejudice to, any other remedies it may have.

Section 19 Survival

All representations, warranties, covenants, indemnities, terms and conditions herein or contained in certificates or documents submitted pursuant to or in connection with the transactions contemplated herein shall survive the payment by the Agents for the Subscription Receipts, the Closing Date and the closing of the Transaction and shall continue in full force and effect for the benefit of the Agents and the Subscribers regardless of any investigation by or on behalf of the Agents or Subscribers with respect thereto.

• 40 -

Section 20 Indemnity

Each of the Corporation and Blackheath, jointly and severally, and Wolverine, severally, and not jointly and severally with the Corporation and Blackheath, agree to indemnify and save each of the Indemnified Persons harmless against and from all liabilities, claims, demands, losses (other than losses of profit in connection with the distribution of the Subscription Receipts), costs (including, without limitation, legal fees and disbursements on a full indemnity basis), damages and expenses to which any of the Indemnified Persons may be subject or which any of the Indemnified Persons may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising directly or indirectly from or in consequence of:

• (a) any information or statement contained in any document provided to the Agents by the Corporation, Blackheath or Wolverine, as applicable, in connection with the Offering, including for certainty, the Investor Presentation or contained in this Agreement or any certificate or other document delivered by or on behalf of the Corporation to the Agents hereunder (other than any information or statement relating solely to the Agents and furnished to the Corporation, Blackheath or Wolverine, as applicable, by the Agents in writing expressly for inclusion in such document) which is or is alleged to be untrue or any omission or alleged omission to provide any information or state any fact the omission of which makes or is alleged to make any such information or statement untrue or misleading in light of the circumstances in which it was made;

• (b) any misrepresentation or alleged misrepresentation contained in any document (except a misrepresentation which is based upon information relating solely to the Agents and furnished to the Corporation, Blackheath or Wolverine, as applicable, by the Agents in writing expressly for inclusion in the such document) provided to the Agents by the Corporation, Blackheath or Wolverine, as applicable, in connection with the Offering;

• (c) any prohibition or restriction of trading in the securities of the Corporation, Blackheath or Wolverine or any prohibition or restriction affecting the distribution of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares imposed by any Securities Commission or any other competent authority;

• (d) any order made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any Securities Commission or any other one or more competent authorities into the affairs of the Corporation, Blackheath or Wolverine, as applicable, or any of their respective directors, officers or principal shareholders or relating to or affecting the trading or distribution of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (e) any breach of, default under or non-compliance by the Corporation, Blackheath or Wolverine, as applicable, with any representation, warranty, term or condition of this Agreement, the Subscription Agreements or any document delivered pursuant thereto or any requirement of Applicable Securities Laws;

• (f) the exercise by any Subscriber or any holder of Underlying Shares or Resulting Issuer Shares of any contractual or statutory right of rescission or damages in connection with the purchase of the Subscription Receipts based on any

• 41 -

misrepresentation or alleged misrepresentation of a kind referred to in Section 20(b);

• (g) the release of the Escrowed Funds by the Trustee to or on the direction of the Corporation, Blackheath or Wolverine; or

• (h) any breach of, default under, non-compliance of applicable securities laws of the International Jurisdictions by the Corporation, Blackhealth, Wolverine, any of the Agents or their affiliates or any member of the Selling Dealer Group or the triggering of any filing, reporting, registration or similar obligations under applicable securities laws of the International Jurisdictions with respect to any sales of Subscription Receipts to any Subscribers in such International Jurisdictions,

provided that in the event and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that any matter in respect of which indemnity may be sought hereunder resulted primarily from the gross negligence or wilful misconduct of any Indemnified Person claiming indemnity, this indemnity shall not apply to such Indemnified Person with respect to such matter, provided that for greater certainty, the foregoing shall not disentitle an Indemnified Person from claiming indemnification hereunder to the extent that the negligence, if any, relates to an Agent's failure to conduct adequate "due diligence".

It is understood that, as between the Corporation, Blackheath and Wolverine, the party in default or alleged to be in default hereunder shall be responsible for such indemnification of the Indemnified Persons.

Each of the Corporation, Blackheath and Wolverine, as applicable, hereby waives any right any of them may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. Each of the Corporation, Blackheath and Wolverine hereby waives its right to recover contribution from the Agents with respect to any liability of the Corporation by reason of or arising out of any misrepresentation in the documents provided to the Agents by the Corporation, Blackheath or Wolverine, as applicable, in connection with the Offering provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of or arising out of any misrepresentation which is based upon information relating solely to the Agents contained in such document and furnished to the Corporation, Blackheath or Wolverine, as applicable, by the Agents in writing expressly for inclusion in such document.

Each of the Corporation, Blackheath and Wolverine agrees that in case any legal proceedings or investigation shall be brought against or initiated against any of the Corporation, Blackheath or Wolverine by any governmental commission, regulatory authority, exchange, court or other authority and an Indemnified Person or other representative of the Agents shall be required to testify or respond to procedures designed to discover information regarding, in connection with or relating to the performance of professional services rendered to the Corporation by the Agents, the Corporation, Blackheath and Wolverine, as applicable, shall pay the Agents the reasonable costs (including an amount to reimburse the Agents for the time spent by their personnel in connection therewith on a per diem basis and out of pocket expenses) in connection therewith unless a court of competent jurisdiction in a final judgment from which no appeal can be made or regulatory authority in a final ruling from which no appeal can be made determines that such proceedings or investigations shall be brought or initiated solely as a result

• 42 -

of any gross negligence, wilful misconduct or any actions or inactions of the Agents or any of their affiliates or any member of the Selling Dealer Group.

Section 21 Notice of Indemnity Claim

If any claim contemplated by Section 20 hereof shall be asserted against any of the Indemnified Persons in respect of which indemnification is or might reasonably be considered to be provided for in such section, such Indemnified Person shall notify the Corporation, Blackheath and/or Wolverine, as applicable, as soon as possible of the nature of such claim and the Corporation, Blackheath and/or Wolverine, as applicable shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided however, that the defence shall be through legal counsel selected by the Corporation, Blackheath and/or Wolverine, as applicable, and acceptable to the Indemnified Person acting reasonably and that no admission of liability or settlement may be made by the Corporation, Blackheath or Wolverine, as applicable, or the Indemnified Person without the prior written consent of the others, such consent not to be unreasonably withheld. The Indemnified Person shall have the right to retain its own counsel in any proceeding relating to a claim contemplated by Section 20 if:

• (a) the Indemnified Person has been advised in writing by counsel that there may be a reasonable legal defence available to the Indemnified Person which is different from or additional to a defence available to the Corporation, Blackheath or Wolverine, as applicable, or that a conflict of interest exists or reasonably may exist which makes representation by counsel chosen by the Corporation, Blackheath or Wolverine, as applicable, not advisable (in which case the Corporation, Blackheath or Wolverine, as applicable, shall not have the right to assume the defence of such proceedings on the Indemnified Person's behalf);

• (b) the Corporation, Blackheath or Wolverine, as applicable, shall not have undertaken the defence of such proceedings, or indicated its intent to do so, and employed counsel within 14 days after notice of commencement of such proceedings; or

• (c) the employment of such counsel has been authorized by the Corporation, Blackheath or Wolverine, as applicable, in connection with the defence of such proceeding,

and, in any such event, the fees and expenses of such Indemnified Person's counsel (on a solicitor and his own client basis) shall be paid by the Corporation, Blackheath or Wolverine, as applicable; it being understood, however, that the Corporation, Blackheath or Wolverine, as applicable, shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all Indemnified Persons.

It is the intention of the Corporation, Blackheath and Wolverine, as applicable, to constitute RBC as trustee for the Indemnified Persons for the purposes of Section 20, Section 21, Section 22 and Section 23 and RBC agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

• 43 -

Section 22 Admission of Liability

No admission of liability and no settlement, compromise, consent to entry of any judgement in or other termination of any proceeding shall be made by the Corporation, Blackheath or Wolverine, as applicable, without the prior written consent of the Indemnified Persons affected, unless the Corporation, Blackheath and/or Wolverine, as applicable, have acknowledged in writing that the Indemnified Persons are entitled to be indemnified in respect of such claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Persons from any liabilities arising out of such claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Persons.

Section 23 Right of Contribution

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Agreement is due in accordance with its terms but is (in whole or in part), for any reason, held by a court to be unavailable from the Corporation, Blackheath or Wolverine, as applicable, on grounds of policy or otherwise, the Corporation, Blackheath or Wolverine, as applicable, and the party or parties seeking indemnification shall contribute to the aggregate liabilities, claims, demands, losses, costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof) to which they may be subject or which they may suffer or incur:

• (a) as between the Corporation and Blackheath and the Agents, the relative benefits of the Corporation and Blackheath on the one hand and the Agents on the other hand from the Offering (provided that if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Corporation and Blackheath on the one hand and the Agents on the other hand with respect to the statement, omission, misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other equitable considerations);

• (b) as between Wolverine and the Agents, the relative fault of Wolverine on the one hand and the Agents on the other hand with respect to the statement, omission, misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other equitable considerations; and

• (c) as between the Corporation, Blackheath and Wolverine, the relative fault of the Corporation and Blackheath on the one hand and Wolverine on the other hand with respect to the statement, omission, misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter or thing which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other equitable considerations.

For the purposes of Section 23(a), the relative benefits received by the Corporation and Blackheath on the one hand and the Agents on the other hand shall be deemed to be in the same ratio as the total net proceeds from the distribution of the Subscription Receipts (before deducting expenses) received by the Corporation is to the total Agents' Fee received by the Agents in connection with the distribution of the Subscription Receipts based on the

• 44 -

Subscription Price of the Subscription Receipts; and if applicable, the relative fault of the Corporation and Blackheath on the one hand and the Agents on the other hand shall be determined by reference to, among other things, whether the matters or things referred to in Section 20 which resulted in the liabilities, claims, demands, losses, costs, damages or expenses relate to information supplied by or steps or actions taken or done or not taken or done (including non-compliance, breach or default) by or on behalf of the Corporation and Blackheath or the Agents and the relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter referred to in Section 20.

For the purposes of Section 23(b), the relative fault of Wolverine and the Agents shall be determined by reference to, among other things, whether the matters or things referred to in Section 20 which resulted in the liabilities, claims, demands, losses, costs, damages or expenses relate to information supplied by or steps or actions taken or done or not taken or done (including non-compliance, breach or default) by or on behalf of Wolverine or the Agents and the relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter referred to in Section 20.

For the purposes of Section 23(c), the relative fault of the Corporation and Blackheath on the one hand and Wolverine on the other hand shall be determined by reference to, among other things, whether the matters or things referred to in Section 20 which resulted in the liabilities, claims, demands, losses, costs, damages or expenses relate to information supplied by or steps or actions taken or done or not taken or done (including non-compliance, breach or default) by or on behalf of the Corporation, Blackheath or Wolverine, as applicable, and the relative intent, knowledge, access to information and opportunity to correct or prevent such misrepresentation or alleged misrepresentation, order, inquiry, investigation or other matter referred to in Section 20.

The amount paid or payable by an Indemnified Person as a result of liabilities, claims, demands, losses, costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof) referred to above shall, without limitation, include any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending such liabilities, claims, demands, losses, costs, damages and expenses (or claims, actions, suits or proceedings in respect thereof), whether or not resulting in any action, suit, proceeding or claim.

Each of the Corporation, Blackheath and Wolverine agrees that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraphs. The rights to contribution provided in this Section 23 shall be in addition to, and without prejudice to, any other right to contribution which the Agents may have.

Each of the Corporation, Blackheath and Wolverine acknowledges and agrees that each of the Agents are contracting on its own behalf and as agent for its affiliates, directors, officers, employees and agents.

For purposes of this Section 23, each person, if any, who controls an Agent within the meaning of Section 17 of the U.S. Securities Act or Section 22 of the U.S. Exchange Act and each of such Agent’s affiliates and selling agents shall have the same rights to contribution as the

• 45 -

Agents and each person, if any, who controls the Corporation, Blackheath or Wolverine, as applicable, within the meaning of Section 17 of the U.S. Securities Act or Section 22 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation, Blackheath or Wolverine, as applicable.

Any liability of the Agents under this Section 23 shall be limited to an amount not exceeding the lesser of: (i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agents are responsible, as determined in this Section 23; and (ii) the amount actually paid to and received by the Agents pursuant to Section 13.

Section 24 Commercially Reasonable Efforts

The Corporation agrees that the Agents are acting as agents of the Corporation in seeking purchasers of Subscription Receipts on a "commercially reasonable efforts" basis without underwriter liability, and nothing in this Agreement or any other agreement shall require the Agents to purchase any of the Subscription Receipts in connection with the Offering.

Section 25 Exclusivity

If GIP or the Resulting Issuer proposes: (i) a sale or merger of GIP or the Resulting Issuer, as the case may be; or (ii) an equity financing, in either case, within the 12 month period following the Closing Date, GIP or the Resulting Issuer, as the case may be, shall offer to engage RBC as its financial advisor in respect of such sale or merger or lead or co-lead manager, underwriter, bookrunner, initial purchaser and/or agent in respect of such financing, subject to GIP and RBC agreeing on mutually acceptable terms and conditions. If RBC does not accept the terms and conditions proposed by GIP or the Resulting Issuer, as the case may be, in respect of such sale, merger or financing, GIP or the Resulting Issuer, as the case may be, may engage any other financial advisor, lead or co-lead manager, underwriter, bookrunner, initial purchaser and/or private placement agent in respect of the sale or merger or financing, as the case may be, provided that the terms and conditions of such engagement shall be no more favourable to such other person as the terms offered by GIP or the Resulting Issuer, as the case may be, to RBC.

Section 26 Alternative Transactions

In the event that: (i) the Offering is not completed; and (ii) GIP, any of its Subsidiaries, affiliates or any of its security holders agree to, or announce or enter into a binding definitive agreement in respect of an Alternative Transaction within 12 months following the earlier of the Closing Date, a termination of this Agreement without completion of the Offering and December 31, 2021, then Wolverine agrees to pay the Agents a compensation fee as follows: (A) if an Alternative Transaction is agreed to, announced or entered into prior to the commencement of the roadshow and marketing meetings for the Offering, Wolverine will pay to the Agents an amount equal to 50% of the Offering Fee; or (B) if an Alternative Transaction is agreed to, announced or entered into subsequent to the commencement of the roadshow and marketing meetings for the Offering, Wolverine will pay to the Agents an amount equal to 100% of the Offering Fee. For the purposes of (A) above, the "Offering Fee" will be equal to the Agents' Fee multiplied by an assumed Offering size of $100 million and for the purposes of (B) above, the "Offering Fee" will be equal to the Agents' Fee multiplied by an assumed Offering size of $120 million. Any amounts payable under this Section 26 will constitute liquidated damages of the Agents resulting from the failure of the Corporation to complete the Offering, will not constitute a penalty and will be paid to RBC, on behalf of the Agents, by certified cheque or wire transfer on

• 46 -

the closing of the Alternative Transaction. For greater certainty, assuming the Offering is completed and the Agents' Fee is paid to the Agents, no additional fee shall be payable to the Agents under this Section 26.

Section 27 Notices

Any notice or other communication to be given hereunder shall:

• (a) in the case of notice to be given to the Corporation and Blackheath, be addressed to:

Green Impact Operating Corp.

23rd Floor, 1177 West Hastings Street Vancouver, British Columbia V6E 4T5

Attention: Alexander Langer Email: [REDACTED]

Blackheath Resources Inc.

23rd Floor, 1177 West Hastings Street Vancouver, British Columbia V6E 4T5

Attention: Alexander Langer E-mail: [REDACTED]

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

McMillan LLP

TD Canada Trust Tower, Suite 1700 421 7th Avenue SW Calgary, Alberta T2P 4K9

Attention: Paul Barbeau Email: [REDACTED]

(b) in the case of notice to be given to Wolverine, be addressed to:

Wolverine Energy and Infrastructure Inc.

1711 – 9 Street Nisku, Alberta T9E 0R3

Attention: Jesse Douglas E-mail: [REDACTED]

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

Bennett Jones LLP

Suite 4500, 855 – 2nd Street S.W. Calgary, Alberta T2P 4K7

• 47 -

Attention: Bruce Hibbard Email: [REDACTED]

(c) and, in the case of notice to be given to the Agents, be addressed to:

RBC Dominion Securities Inc. 4[th] Floor, South Tower Royal Bank Plaza P.O. Box 50, 200 Bay Street Toronto, Ontario M5J 2W7

Attention: Robert Nicholson Email: [REDACTED]

National Bank Financial Inc. Suite 1800, 311 - 6[th] Avenue S.W. Calgary, Alberta T2P 3H2

Attention: Ian Charles Email: [REDACTED]

Echelon Wealth Partners Inc. Suite 2100, 1 Adelaide Street East Toronto, Ontario M5C 2V9

Attention: Ryan Mooney Email: [REDACTED]

TD Securities Inc. Suite 3600, 421 – 7[th] Avenue S.W. Calgary, Alberta T2P 4K9

Attention: Andrew Waiand Email: [REDACTED]

Cormark Securities Inc. Suite 4800, 525 - 8[th] Avenue S.W. Calgary, Alberta T2P 1G1

Attention: Erik Pederson Email: [REDACTED]

Haywood Securities Inc. Suite 301, 808 – 1[st] Street S.W. Calgary, Alberta T2P 1M9

Attention: Darrell Bishop Email: [REDACTED]

Stifel Nicolaus Canada Inc. Suite 2500, 250 – 6[th] Avenue S.W.

• 48 -

Calgary, Alberta T2P 3H7

Attention: Nicholas J. Johnson Email: [REDACTED]

Peters & Co. Limited 2300 Jamieson Place 308 – 4[th] Avenue S.W. Calgary, Alberta T2P 0H7

Attention: Jeff Lawson Email: [REDACTED]

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

McCarthy Tétrault LLP Suite 4000, 421 – 7[th] Ave S.W. Calgary, Alberta T2P 4K9

Attention: Jessica Brown Email: [REDACTED]

or to such other address as the party may designate by notice given to the others. Each communication shall be personally delivered to the addressee or sent by email to the addressee, and:

• (d) a communication which is personally delivered shall, if delivered before 4:30 p.m. (local time) on a Business Day, be deemed to be given and received on that day and, in any other case be deemed to be given and received on the first Business Day following the day on which it is delivered; and

• (e) a communication which is sent by email shall, if sent on a Business Day before 4:30 p.m. (local time), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent.

Section 28 Trust

The Corporation, Blackheath and Wolverine acknowledge and agrees that it is the intention of the parties to this Agreement and the Corporation, Blackheath and Wolverine each hereby constitute RBC, on behalf of the Agents, as trustee for each of the Subscribers in respect of each of the covenants, agreements and representations and warranties of each of the Corporation, Blackheath and Wolverine contained in this Agreement and RBC, on behalf of the Agents, shall be entitled, as trustee, in addition to any rights of the Subscribers, to enforce such covenants, agreements and representations and warranties on behalf of the Subscribers.

Section 29 Authority to Bind Agents

The Corporation, Blackheath and Wolverine shall be entitled to and shall act on any notice, waiver, extension or communication given by or on behalf of the Agents by RBC, which shall represent the Agents and which shall have the authority to bind the Agents in respect of all

• 49 -

matters hereunder, except in respect of settlement under Section 16, Section 20, Section 22 or Section 23. While not affecting the foregoing, RBC shall consult with the other Agents with respect to any such notice, waiver, extension or other communication prior to the provision of any such notice, waiver, extension or other communication.

Section 30 Acknowledgement and Consent

Each of the Corporation, Blackheath and Wolverine: (i) acknowledges and agrees that the Agents have certain statutory obligations as registered dealers under the Applicable Securities Laws and have relationships with their clients; and (ii) consents to the Agents acting hereunder while continuing to act for their clients. To the extent that the Agents' statutory obligations as registered dealers under the Applicable Securities Laws or relationships with their clients conflicts with their obligations hereunder, the Agents shall be entitled to fulfill their statutory obligations as registered dealers under the Applicable Securities Laws and their duties to their clients. Nothing in this Agreement shall be interpreted to prevent the Agents from fulfilling their statutory obligations as registered dealers under the Applicable Securities Laws and their duties to their clients. Nothing in this Agreement or the nature of the Agents' involvement in the Offering shall be deemed to create a fiduciary or advisory relationship between the Agents and the Corporation, Blackheath or Wolverine or their respective shareholders, creditors, employees or any other party.

Section 31 Severance

If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 32 No Requirement to List Securities as a Condition to Services Provided

Certain of the Agents, or affiliates thereof, own or control an equity interest in TMX Group Limited (" TMX Group ") and may have a nominee director serving on the TMX Group's board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange (each, a " TMX Exchange "). No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service. Such investment dealers do not require the Corporation or the Resulting Issuer to list securities on any of the TMX Exchanges as a condition of supplying or continuing to supply underwriting and/or any other services, including any services provided pursuant to the terms hereof.

Section 33 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and the parties hereto irrevocably attorn and submit to the jurisdiction of the Courts of Alberta with respect to any dispute related to this Agreement.

• 50 -

Section 34 Time of the Essence

Time shall be of the essence of this Agreement.

Section 35 Counterpart Execution

This Agreement may be executed in one or more counterparts and by facsimile or electronically each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

Section 36 Entire Agreement

It is understood that the terms and conditions of this Agreement, including Schedules A and B supersede any previous verbal or written agreement between the Agents and the Corporation, Blackheath and/or Wolverine with respect to the issuance of securities by the Corporation and including, without limitation, the agreement constituted by the acceptance of the letter agreement dated January 22, 2021 from RBC to the Corporation, Blackheath and GIP.

[Signatures follow on next page]

• 51 -

If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this Agreement at the place indicated and by returning the same to RBC.

RBC DOMINION SECURITIES INC.

By: (signed) Robert Nicholson Robert Nicholson Managing Director

NATIONAL BANK FINANCIAL INC.

By: (signed) Ian Charles Ian Charles Managing Director

ECHELON WEALTH PARTNERS INC.

By: (signed) Ryan Mooney Ryan Mooney Managing Director

TD SECURITIES INC.

By: (signed) Andrew Waiand Andrew Waiand Director

CORMARK SECURITIES INC.

By: (signed) Erik Pederson Erik Pederson Managing Director

HAYWOOD SECURITIES INC.

By: (signed) Darrell Bishop Darrell Bishop Managing Director

• 52 -

STIFEL NICOLAUS CANADA INC.

By: (signed) Nicholas J. Johnson Nicholas J. Johnson Vice Chairman, Head of Energy Investment Banking

PETERS & CO. LIMITED

By: (signed) Jeff Lawson Jeff Lawson Managing Director

ACCEPTED AND AGREED to effective as to the day and year first written above.

GREEN IMPACT OPERATING CORP.

By: (signed) Alexander Langer Alexander Langer Director

BLACKHEATH RESOURCES INC.

By: (signed) Alexander Langer Alexander Langer Director

WOLVERINE ENERGY AND INFRASTRUCTURE INC.

By: (signed) Jesse Douglas Jesse Douglas Chief Executive Officer

SCHEDULE A

1. each of the Corporation and Blackheath is a valid and subsisting corporation under the laws of the jurisdiction of its incorporation or amalgamation and has all requisite corporate capacity and power to carry on its business as now conducted by it and to own its properties and assets;

2. each of the Corporation and Blackheath has full corporate power and authority to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Backstop and Assignment Agreement and the Amalgamation and Arrangement Agreement, as applicable, and to perform its obligations set out herein and therein, and each of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Backstop and Assignment Agreement and the Amalgamation and Arrangement Agreement, as applicable, has been duly authorized, executed and delivered by the Corporation and this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Backstop and Assignment Agreement and the Amalgamation and Arrangement Agreement, as applicable, each constitute a legal, valid and binding obligation of each of the Corporation and Blackheath, as applicable, enforceable against each of the Corporation and Blackheath, as applicable, in accordance with their respective terms, subject to laws relating to creditors' rights generally and except as rights to indemnity may be limited by applicable law;

3. the execution and delivery of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Backstop and Assignment Agreement and the Amalgamation and Arrangement Agreement and the fulfillment of the terms hereof and thereof by each of the Corporation and Blackheath, as applicable, and the performance of and compliance with the terms of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Backstop and Assignment Agreement and the Amalgamation and Arrangement Agreement by each of the Corporation and Blackheath, as applicable, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under:

4. (a) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein;

5. (b) any term or provision of the articles, by-laws or other constating documents, as applicable, of either the Corporation or Blackheath, as applicable, or, of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of either the Corporation or Blackheath, as applicable; or

6. (c) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over either the Corporation or Blackheath, as applicable, or its properties or assets,

subject, in the case of the Amalgamation and Arrangement Agreement, to receipt of all required regulatory, governmental, shareholder and third party consents, approvals and waivers as may be required to consummate the transactions contemplated thereby;

1. the Subscription Receipts have been validly issued as fully paid subscription receipts of the Corporation in accordance with the Subscription Receipt Agreement;

2. the Underlying Shares have been reserved and allotted for issuance and, when issued in accordance with the terms of the Subscription Receipt Agreement and the Transaction, will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation or its successor by amalgamation;

3. the Resulting Issuer Shares have been reserved and allotted for issuance and, when issued in accordance with the terms of the Transaction, will be validly issued as fully paid and non-assessable common shares in the capital of the Resulting Issuer;

4. the offering, sale and issue of the Subscription Receipts by the Corporation to Subscribers in the Selling Jurisdictions in accordance with and pursuant to the Subscription Agreements is exempt from the prospectus requirements of the Applicable Securities Laws, subject to the filing of required notices and assuming distribution by registrants who comply with the relevant provisions of Applicable Securities Laws;

5. subject to completion of the Transaction in accordance with the Amalgamation and Arrangement Agreement, the issue of the Underlying Shares pursuant to the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement and the Transaction will be exempt from the prospectus requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the Applicable Securities Laws in connection therewith;

6. subject to completion of the Transaction in accordance with the Amalgamation and Arrangement Agreement, the issue of the Resulting Issuer Shares in accordance with the terms of the Amalgamation and Arrangement Agreement and the Transaction will be exempt from the prospectus requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the Applicable Securities Laws in connection therewith;

7. subject to the completion of the Transaction in accordance with the Amalgamation and Arrangement Agreement, the first trade by the holder of Resulting Issuer Shares received on exchange of the Underlying Shares in accordance with the terms of the Arrangement, other than a trade that is otherwise exempted from the Applicable Securities Laws, will be deemed to be a distribution and subject to the "prospectus requirement" (as defined under National Instrument 14-101 – Definitions (" NI 14-101 ")) unless at the time of such trade;

8. (a) the Resulting Issuer is and has been a "reporting issuer" in a jurisdiction of Canada for the four months immediately preceding the trade;

9. (b)

10. the trade is not a "control distribution" (as defined in NI 45-102);

11. (c) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade; and

12. (d) if the selling security holder is an insider or officer of the Resulting Issuer, the selling security holder has no reasonable grounds to believe that the Resulting Issuer is in default of "securities legislation" (as defined under NI 14-101);

13. Odyssey Trust Company has been duly appointed by the Corporation as trustee and escrow agent under the Subscription Receipt Agreement;

14. the form and terms of the definitive certificates representing the Subscription Receipts have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements relating thereto; and

15. relating to the authorized capital of each of the Corporation and Blackheath.

SCHEDULE B

UNITED STATES OFFERS AND SALES

1. Definitions

As used in this Schedule B and related exhibits, the following terms shall have the meanings indicated.

" affiliate " means an "affiliate" within the meaning of Rule 405 under the U.S. Securities Act.

" Directed Selling Efforts " means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule B, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Securities.

" Foreign Issuer " means "foreign issuer" as that term is defined in Rule 902(e) of Regulation S.

" General Solicitation " and " General Advertising " mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising.

" Section 4(a)(2) " means Section 4(a)(2) of the U.S. Securities Act.

" Securities " means the Subscription Receipts, the Underlying Shares issuable pursuant to the Subscription Receipts and the Resulting Issuer Shares issuable in exchange for the Underlying Shares pursuant to the Transaction.

" Selling Firms " means the Agents together with other investment dealers and brokers which participate in the offer and sale of the Securities under the terms of the Agency Agreement, including this Schedule "B".

" Substantial U.S. Market Interest " means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S.

" U.S. Affiliate " of any Agent means the U.S. registered broker-dealer affiliate of such Agent.

All other capitalized terms used but not otherwise defined in this Schedule B shall have the meanings given to them in the Agency Agreement to which this Schedule B is attached and of which this Schedule B forms a part.

2. Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants and covenants to the Agents that:

• (a) the Corporation is, and as of the Closing Time will be, a Foreign Issuer and reasonably believes that there is and will be no Substantial U.S. Market Interest

with respect to the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (b) the Corporation is not, and after giving effect to the offering and sale of the Securities and the use of proceeds therefrom will not be, registered or required to be registered as an investment company under the United States Investment Company Act of 1940, as amended;

• (c) except with respect to offers and sales of Securities made through the U.S. Affiliate of an Agent in accordance with this Schedule B, none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has made or will make: (A) any offer to sell, any solicitation of an offer to buy, or any sale of, any Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of Securities unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person, or the Corporation, its affiliates, and any person acting on any of their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on any of their behalf, as to which no representation, warranty or covenant is made) reasonably believe that the purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person;

• (d) except with respect to the offer and sale of the Securities offered hereby, the Corporation has not, for a period beginning six months prior to the date of the commencement of the Securities sold, offered for sale or solicited any offer to buy, and will not, for a period ending six months after the Closing Date, sell, offer to sell or solicit any offer to buy, any of its securities to, or for the account or benefit of, persons in the United States or U.S. Persons in a manner that would be integrated with the offer and sale of the Securities pursuant to this Schedule B and would cause the exemption from registration provided by Section 4(a)(2) to become unavailable with respect to the offer and sale of the Securities;

• (e) neither the Corporation, nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has taken or will take any action that would cause the exemption from registration provided by Section 4(a)(2) and similar exemptions under applicable U.S. state securities laws, or the exclusion from registration set forth in Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Securities;

• (f) in connection with offers and sales of the Securities outside the United States, the Corporation, its affiliates and any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an "offshore transaction" (as that term is defined in Regulation S);

• (g) neither the Corporation, nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement): (i) has engaged or will engage in any Directed Selling Efforts with respect to the Securities, (ii) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising, or (iii) has otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) in connection with the offer and sale of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons;

• (h) none of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities;

• (i) the Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offering of the Securities the United States; and

• (j) none of the Corporation or its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) will solicit the issuance of the Underlying Shares pursuant to the Subscription Receipts, nor will any such person pay or give any commission or other remuneration, directly or indirectly, for soliciting the issuance of the Underlying Shares pursuant to the Subscription Receipts.

3. Representations, Warranties and Covenants of Blackheath

Blackheath represents, warrants and covenants to the Agents that:

• (a) Blackheath is, and as of the Closing Time will be, a Foreign Issuer and reasonably believes that there is and will be no Substantial U.S. Market Interest with respect to the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares;

• (b) Blackheath is not, and after giving effect to the offering and sale of the Securities and the use of proceeds therefrom will not be, registered or required to be registered as an investment company under the United States Investment Company Act of 1940, as amended;

• (c) except with respect to offers and sales of Securities made through the U.S. Affiliate of an Agent in accordance with this Schedule B, none of Blackheath, any of its affiliates, or any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which Blackheath makes no representation, warranty, covenant or agreement) has made or will make: (A) any offer to sell, any solicitation of an offer to buy, or any sale of,

any Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person; or (B) any sale of Securities unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person, or Blackheath, its affiliates, and any person acting on any of their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on any of their behalf, as to which no representation, warranty or covenant is made) reasonably believe that the purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person;

• (d) except with respect to the offer and sale of the Securities offered hereby, Blackheath has not, for a period beginning six months prior to the date of the commencement of the Securities sold, offered for sale or solicited any offer to buy, and will not, for a period ending six months after the Closing Date, sell, offer to sell or solicit any offer to buy, any of its securities to, or for the account or benefit of, persons in the United States or U.S. Persons in a manner that would be integrated with the offer and sale of the Securities pursuant to this Schedule B and would cause the exemption from registration provided by Section 4(a)(2) to become unavailable with respect to the offer and sale of the Securities;

• (e) neither Blackheath, nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which Blackheath makes no representation, warranty, covenant or agreement) has taken or will take any action that would cause the exemption from registration provided by Section 4(a)(2) and similar exemptions under applicable U.S. state securities laws, or the exclusion from registration set forth in Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Securities;

• (f) in connection with offers and sales of the Securities outside the United States, Blackheath, its affiliates and any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on any of their behalf, as to which Blackheath makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an "offshore transaction" (as that term is defined in Regulation S);

• (g) neither Blackheath, nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which Blackheath makes no representation, warranty, covenant or agreement): (i) has engaged or will engage in any Directed Selling Efforts with respect to the Securities, (ii) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising, or (iii) has otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) in connection with the offer and sale of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons;

• (h) none of Blackheath, any of its affiliates or any person acting on any of their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities;

• (i) Blackheath will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offering of the Securities the United States; and

• (j) none of Blackheath or its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on their behalf, as to which Blackheath makes no representation, warranty, covenant or agreement) will solicit the issuance of the Underlying Shares pursuant to the Subscription Receipts, nor will any such person pay or give any commission or other remuneration, directly or indirectly, for soliciting the issuance of the Underlying Shares pursuant to the Subscription Receipts.

4. Representations, Warranties and Covenants of the Agents

Each Agent, severally and not jointly, on behalf of itself and its U.S. Affiliate, represents, warrants and covenants, to each of the Corporation and Blackheath that:

• (a) it acknowledges, on behalf of itself and its U.S. Affiliate, that none of the Securities have been or will be registered under the U.S. Securities Act or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to transactions exempt from or not subject to the registration requirements under the U.S. Securities Act and exemptions from registration or notice requirements under applicable United States state securities laws. Accordingly, it has offered and sold, and will offer and sell, the Securities forming part of its allotment only (a) in an "offshore transaction" in accordance with Rule 903 of Regulation S or (b) as provided in paragraphs 4(b) through 4(o) below. None of it, its U.S. Affiliate or any person acting on its or their behalf, has made or will make (except as permitted in paragraphs 4(b) through 4(o) below): (i) any offer to sell or any solicitation of an offer to buy, any Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person; or (ii) any sale of Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person, or it, its U.S. Affiliate or persons acting on their behalf reasonably believed that such purchaser was outside the United States, was not a U.S. Person and was not purchasing for the account or benefit of a person in the United States or a U.S. Person. None of it, its U.S. Affiliate, or any persons acting on its or their behalf has engaged or will engage in any Directed Selling Efforts with respect to the Securities;

• (b) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with its affiliates, with the Selling Firms or otherwise with the prior written consent of the Corporation; it shall cause its U.S. Affiliate and any Selling Firm to agree, for the benefit of the Corporation, to

comply with, and shall use its commercially reasonable efforts to ensure that each such U.S. Affiliate and Selling Firm complies with, the same provisions of this Schedule B as apply to such Agent as if such provisions applied to such U.S. Affiliate and such Selling Firm;

• (c) all offers and sales of the Securities by it in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons have been and will be effected only by its U.S. Affiliate, and in all such cases in compliance with the U.S. Securities Laws and all other applicable United States federal and state laws relating to the registration and conduct of securities brokers and dealers and all applicable United States state securities laws;

• (d) all offers and sales of Securities in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons shall be made by the Agent solely through its U.S. Affiliate, which is, and on the dates of such offers and sales was and will be, duly registered as a broker-dealer under Section 15(b) of the U.S. Exchange Act and under all applicable state securities laws (unless exempt from such states’ broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States federal and state securities (including broker-dealer) laws;

• (e) neither it, nor any of its affiliates, including its U.S. Affiliate, either directly or through a person acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Securities in the United States, or have otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) in connection with the offer and sale of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons;

• (f) it will inform (and will cause its U.S. Affiliate to inform), all U.S. Purchasers that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and similar exemptions under applicable U.S. state securities laws;

• (g) immediately prior to soliciting any offerees of Securities in the United States or that are purchasing for the account or benefit of a person in the United States or a U.S. Person, the Agent, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that such offeree is or was a U.S. Accredited Investor or a Qualified Institutional Buyer, and at the time of completion of each sale of Offered Securities in the United States or to, or for the account or benefit of, such person in the United States or a U.S. Person, the Agent, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable ground to believe and will believe, that each purchaser thereof is a U.S. Accredited Investor or a Qualified Institutional Buyer;

• (h) prior to any sale of Securities to a U.S. Purchaser, it shall cause each such U.S. Purchaser to execute a U.S. Certificate in the form attached to the Subscription

Agreement, or a Qualified Institutional Buyer Letter in the form attached to the Subscription Agreement, as applicable;

• (i) offers to sell, solicitations of offers to buy and sales of the Securities in the United States shall be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable United States state securities laws;

• (j) the Agent and the U.S. Affiliate acknowledge that until 40 days after the commencement of the offering of the Subscription Receipts, an offer or sale of the Subscription Receipts or the Underlying Shares issuable upon exchange of the Subscription Receipts within the United States by any dealer (whether or not participating in this offering of the Securities) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act;

• (k) each U.S. Purchaser of the Subscription Receipts shall be provided, prior to the purchase of the Subscription Receipts by such U.S. Purchaser, with a copy of the Subscription Agreement, and, other than the Investor Presentation, no other written material has been or will be used in connection with the offer or sale of the Securities in the United States;

• (l) neither it, nor any of its affiliates nor any person acting on its or their behalf, will solicit the issuance of the Underlying Shares pursuant to the Subscription Receipts, nor will any such person pay, give or receive any commission or other remuneration, directly or indirectly, for soliciting such exchange of the Subscription Receipts;

• (m) it shall provide the Corporation and Blackheath, or the transfer agent for the Securities, at least one Business Day prior to the Closing Date, with a list of all U.S. Purchasers;

• (n) none of it, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities; and

• (o) at the Closing, the Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule B relating to the manner of the offer and sale of the Securities in the United States, and the failure to provide such a certificate shall constitute a representation by the Agent to the effect that neither it, nor any of its affiliates, nor any person acting on its or their behalf, offered or sold any of the Securities in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person.

EXHIBIT I TO SCHEDULE B AGENTS’ CERTIFICATE

In connection with the private placement in the United States of subscription receipts (" Subscription Receipts ") of Green Impact Operating Corp. (the " Corporation ") pursuant to the agency agreement dated April 8, 2021 and effective as of February 16, 2021 between the Corporation, Blackheath Resources Inc., Wolverine Energy and Infrastructure Inc. and the Agents (the " Agency Agreement "), each of the undersigned does hereby certify as follows:

• (a) [US affiliate name] is on the date hereof, and was at the time of each offer and sale of Securities made by it, a duly registered broker-dealer under Section 15(b) of the U.S. Exchange Act and under the laws of all applicable states (unless exempt from such states’ broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons have been effected by [US affiliate name] in accordance with all applicable United States state and federal securities (including broker-dealer) laws;

• (b) we provided each offeree of Securities in the United States with the Subscription Agreement and the marketing materials contemplated by the Agency Agreement, and no other written material was used by us in connection with the offer and sale of the Securities;

• (c) immediately prior to our transmitting any of the foregoing materials to such offerees, we had reasonable grounds to believe and did believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer, and we continue to believe on the date hereof that each U.S. Purchaser is a U.S. Accredited Investor or a Qualified Institutional Buyer;

• (d) in connection with each sale of Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, we caused each such U.S. Purchaser to execute a U.S. Certificate or a Qualified Institutional Buyer Letter, as applicable, in the respective forms attached to the Subscription Agreement;

• (e) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, and we did not engage in any Directed Selling Efforts in connection with the offer and sale of the Securities; and

• (f) the offering of the Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule B thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule B thereto) unless otherwise defined herein.

DATED this ___ day of April, 2021.

[NAME OF AGENT]

Per: ____ [Name] [Title]

[NAME OF U.S. AFFILIATE]

Per: [Name] [Title]