GT RESOURCES INC. - Merger & Acquisition 2023

ARRANGEMENT AGREEMENT

between

PALLADIUM ONE MINING INC.

and

METALCORP LIMITED Dated March 3, 2023

TABLE OF CONTENTS	TABLE OF CONTENTS
ARTICLE 1 GENERAL ............................................................................................................................ 2
1.1	Defined Terms ................................................................................................................. 2
1.2	Interpretation Not Affected by Headings ...................................................................... 12
ARTICLE 2 THE ARRANGEMENT .................................................................................................... 12
2.1	Arrangement .................................................................................................................. 12
2.2	Court Proceedings ......................................................................................................... 12
2.3	Final Order .................................................................................................................... 13
2.4	Effecting the Arrangement ............................................................................................ 14
2.5	Consultation .................................................................................................................. 14
2.6	U.S. Securities Law Matters .......................................................................................... 14
2.7	Closing .......................................................................................................................... 15
2.8	Adjustments for Dividends, Distributions or other Corporate Events .......................... 15
2.9	Withholding ................................................................................................................... 15
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF METALCORP ............................... 16
3.1	Organization and Good Standing .................................................................................. 16
3.2	Subsidiaries ................................................................................................................... 16
3.3	Consents, Authorizations, and Binding Effect .............................................................. 17
3.4	Support of the Arrangement .......................................................................................... 18
3.5	Insurance ....................................................................................................................... 18
3.6	Public Filings; Financial Statements ............................................................................. 18
3.7	Internal Controls and Financial Reporting .................................................................... 19
3.8	Minute Books ................................................................................................................ 19
3.9	Litigation and Compliance ............................................................................................ 19
3.10	Absence of Cease Trade Orders .................................................................................... 20
3.11	Registration Rights ........................................................................................................ 20
3.12	Taxes ............................................................................................................................. 20
3.13	Employee Benefits ........................................................................................................ 21
3.14	Pension and Other Employee Plans and Agreements ................................................... 23
3.15	Employment and Labour Relations ............................................................................... 23
3.16	Contracts, Etc. ............................................................................................................... 23
3.17	Absence of Certain Changes, Etc. ................................................................................. 24
3.18	Status of Work ............................................................................................................... 25
3.19	Capitalization ................................................................................................................ 25
3.20	Shareholder Rights Plan ................................................................................................ 26
3.21	Environmental Matters .................................................................................................. 26
3.22	Licence and Title ........................................................................................................... 27
3.23	Properties ....................................................................................................................... 28
3.24	Aboriginal Claims ......................................................................................................... 29
3.25	Technical Reports .......................................................................................................... 29
3.26	Mineral Resources ......................................................................................................... 29
3.27	Undisclosed Liabilities .................................................................................................. 29
3.28	Due Diligence Investigations ........................................................................................ 30
3.29	Competition Act............................................................................................................. 30
3.30	Brokers .......................................................................................................................... 30

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PALLADIUM ................................ 30 4.1 Organization and Good Standing .................................................................................. 31

4.2	Consents, Authorizations, and Binding Effect .............................................................. 31
4.3	Insurance ....................................................................................................................... 32
4.4	Public Filings; Financial Statements ............................................................................. 32
4.5	Litigation and Compliance ............................................................................................ 33
4.6	Absence of Cease Trade Orders .................................................................................... 34
4.7	Capitalization ................................................................................................................ 34
4.8	Title to Properties .......................................................................................................... 34
4.9	Technical Reports .......................................................................................................... 35
4.10	Mineral Resources and Mineral Reserves ..................................................................... 35
4.11	Issuance of Palladium Shares ........................................................................................ 35
4.12	Indebtedness .................................................................................................................. 35
4.13	Undisclosed Liabilities .................................................................................................. 35
4.14	License and Title ........................................................................................................... 35
4.15	Properties ....................................................................................................................... 36
ARTICLE 5 COVENANTS OF METALCORP ................................................................................... 37
5.1	Interim Order ................................................................................................................. 37
5.2	MetalCorp Meeting and Circular .................................................................................. 37
5.3	Status of Voting ............................................................................................................. 39
5.4	Adjournment ................................................................................................................. 39
5.5	Dissent Rights ............................................................................................................... 39
5.6	Amendments to MetalCorp Circular ............................................................................. 39
5.7	Final Order .................................................................................................................... 39
5.8	Compliance with Orders ................................................................................................ 39
5.9	Copy of Documents ....................................................................................................... 40
5.10	Access ........................................................................................................................... 40
5.11	Ordinary Course ............................................................................................................ 40
5.12	Insurance ....................................................................................................................... 41
5.13	Closing Conditions ........................................................................................................ 41
5.14	Withholding Taxes regarding MetalCorp Directors’ Compensation ............................ 42
ARTICLE 6 COVENANTS OF PALLADIUM .................................................................................... 42
6.1	Proceedings ................................................................................................................... 43
6.2	Information for MetalCorp Circular .............................................................................. 43
6.3	Stock Exchange Listing ................................................................................................. 43
6.4	Hemlo East .................................................................................................................... 43
6.5	Closing Conditions ........................................................................................................ 43
6.6	Ordinary Course ............................................................................................................ 44
ARTICLE 7 OTHER COVENANTS OF THE PARTIES ................................................................... 45
7.1	Consents and Notices .................................................................................................... 45
7.2	Refrain from Certain Actions ........................................................................................ 45
7.3	Indemnity ...................................................................................................................... 45
7.4	Defense of Proceedings ................................................................................................. 45
7.5	MetalCorp Consulting Agreements to Stay in Place ..................................................... 46
7.6	Resignation and Release of MetalCorp Officers and Directors .................................... 46
7.7	Insurance ....................................................................................................................... 46
ARTICLE 8 CONDITIONS .................................................................................................................... 46
8.1	Mutual Conditions Precedent ........................................................................................ 46
8.2	Conditions Precedent to Obligations of Palladium ....................................................... 47

ii -

8.3	Conditions Precedent to Obligations of MetalCorp ...................................................... 49
8.4	Notice and Cure Provisions ........................................................................................... 50
ARTICLE 9 NON-SOLICITATION, RIGHT TO MATCH, TERMINATION FEES AND
	EXPENSES .................................................................................................................. 50
9.1	Non-Solicitation ............................................................................................................ 50
9.2	Right to Match; Meeting Notice .................................................................................... 53
9.3	Termination Fees ........................................................................................................... 55
ARTICLE 10 TERM, TERMINATION, AMENDMENT AND WAIVER ....................................... 56
10.1	Term .............................................................................................................................. 56
10.2	Termination ................................................................................................................... 56
10.3	Mutual Understanding Regarding Amendments ........................................................... 58
10.4	Amendment or Waiver .................................................................................................. 58
ARTICLE 11 MISCELLANEOUS ........................................................................................................ 59
11.1	Further Actions .............................................................................................................. 59
11.2	Knowledge .................................................................................................................... 59
11.3	Entire Agreement .......................................................................................................... 59
11.4	Descriptive Headings .................................................................................................... 59
11.5	Notices ........................................................................................................................... 59
11.6	Governing Law .............................................................................................................. 60
11.7	Enurement and Assignability ........................................................................................ 60
11.8	Remedies ....................................................................................................................... 60
11.9	Waivers and Amendments ............................................................................................ 61
11.10	Illegalities ..................................................................................................................... 61
11.11	Currency ....................................................................................................................... 61
11.12	Counterparts .................................................................................................................. 61
11.13	Language ...................................................................................................................... 61
SCHEDULE “A” FORM OF PLAN OF ARRANGEMENT ............................................................ A-1
SCHEDULE “B” ARRANGEMENT RESOLUTION ....................................................................... B-1
SCHEDULE “C” KEY REGULATORY APPROVALS AND OTHER APPROVALS OR
	CONSENTS ............................................................................................................... C-1
SCHEDULE “D” KEY REGULATORY APPROVALS AND OTHER APPROVALS OR
	CONSENTS ............................................................................................................... D-1

iii -

ARRANGEMENT AGREEMENT

THIS AGREEMENT dated March 3, 2023 is made

B E T W E E N:

PALLADIUM ONE MINING INC. , a corporation existing under the Business Corporations Act (British Columbia)

(hereinafter referred to as “ Palladium ”)

and –

METALCORP LIMITED , a corporation existing under the Business Corporations Act (Ontario)

(hereinafter referred to as “ MetalCorp ”)

RECITALS:

WHEREAS Palladium wishes to acquire all of the issued and outstanding MetalCorp Shares;

AND WHEREAS the MetalCorp Board has, taking into account, among other things, the recommendation of a special committee of the MetalCorp Board, determined that the Arrangement is in the best interests of MetalCorp and fair to the MetalCorp Shareholders;

AND WHEREAS the MetalCorp Board has approved the Arrangement and other transactions contemplated by this Agreement and determined to recommend approval of the Arrangement Resolution to the MetalCorp Shareholders;

AND WHEREAS the Palladium Board has determined that the acquisition of MetalCorp to be effected by way of the Arrangement is in the best interests of Palladium;

AND WHEREAS MetalCorp and Palladium intend that the proposed acquisition of MetalCorp by Palladium be effected by way of the Plan of Arrangement under the provisions of the Business Corporations Act (Ontario), as amended, and in furtherance of such proposed acquisition, the MetalCorp Board has determined to submit the Arrangement Resolution to the MetalCorp Shareholders and the Court for approval;

AND WHEREAS each of the members of the MetalCorp Board and each of the senior officers of MetalCorp have duly executed and delivered a MetalCorp Lock Up Agreement evidencing their agreement to support and vote, in their capacity as securityholders of MetalCorp, in favour of the transactions contemplated by this Agreement in accordance with the terms of such voting agreement;

NOW THEREFORE , in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1 GENERAL

1.1 Defined Terms

In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

“ Aboriginal Claims ” means any and all claims (whether or not proven) by any person to or in respect of: (a) rights, title or interests of any Aboriginal Group by virtue of its status as a Aboriginal Group; (b) treaty rights; (c) Métis rights, title or interests; or (d) specific or comprehensive claims being considered by the Government of Canada; and includes any alleged or proven failure of the Crown to satisfy any of its duties to any claimant of any of the foregoing, whether such failure is in respect of matters before, on or after the Effective Time.

“ Aboriginal Group ” means any First Nation, Métis community, aboriginal group or person, Indian Act band, tribal council, band council or other aboriginal organization in Canada.

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction to which Palladium or any Palladium Group Member is a party, any: (i) proposal, offer or expression of interest or inquiry regarding: (A) any merger, take‐over bid, amalgamation, plan of arrangement, share exchange, business combination, consolidation, recapitalization, reorganization, joint venture, partnership or similar transaction, including any single or multi-step transaction or series of related transactions, or liquidation, dissolution or winding‐up in respect of MetalCorp; (B) any sale or acquisition of all or a material portion of the assets of MetalCorp or any material mineral property or joint venture of MetalCorp, in each case including any single or multi-step transaction or series of related transactions (or any lease, long-term supply agreement, royalty agreement or other arrangement having the same economic effect); or (C) any sale or acquisition of all or a material portion of the outstanding equity or other securities (or any new issuance of a material number of such securities) of MetalCorp, including any single or multistep transaction or series of related transactions; or (ii) public announcement or disclosure of any of the foregoing or any intention to do any of the foregoing.

“ Additional MetalCorp Share Obligations ” means (a) the 3,809,610 MetalCorp Shares, in aggregate, owed, and issuable, by MetalCorp to MetalCorp’s Chief Executive Officer and entities controlled by him (collectively, the “ Share Lenders ”), pursuant to share loan transactions entered into in October 2013 and November 2019 as same may be amended to provide for interest charges thereon (collectively, the “ Share Loan Agreements ”), (b) the MetalCorp Compensation Shares, and (c) the 80,000 MetalCorp Shares issuable to MetalCorp’s Chief Financial Officer, in full payment and settlement of unpaid consideration in the amount of $4,000 owed by MetalCorp to such officer in respect of the services of such officer (the “ CFO Services Consideration Shares ”).

“ Affiliate ” shall have the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“ Agreement ” means this arrangement agreement, together with the schedules attached hereto, as amended, amended and restated, or supplemented from time to time;

“ Applicable Securities Laws ” means the Securities Act, all other applicable provincial and territorial securities Laws of Canada, and the applicable stock exchange and listing rules of the TSXV.

“ Arrangement ” means an arrangement under the provisions of Section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement and this Agreement, subject to any amendment or supplement thereto made in accordance therewith, herewith or made at the direction of the Court in the Final Order with the consent of the Parties, each acting reasonably.

“ Arrangement Consideration ” means, for each MetalCorp Share, 0.30 of a Palladium Share.

“ Arrangement Resolution ” means the special resolution of the MetalCorp Shareholders approving the Arrangement, the Plan of Arrangement and this Agreement, substantially in the form set out in Schedule "B" hereto.

“ Articles of Arrangement ” means the articles of arrangement of MetalCorp in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Parties, each acting reasonably.

“ Associate ” shall have the meaning ascribed to such term in the Securities Act.

“ Authorization ” means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by‐law, rule or regulation, whether or not having the force of Law and whether or not granted by a Governmental Authority.

“ Big Lake Property ” means the property located 20 km southeast of Marathon, Ontario known as the “ Big Lake Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Big Lake Property ”.

“ Black Bear Property ” means the property located 20 km northeast of the Town of Red Lake, Ontario known as the “ Black Bear Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Black Bear Property ”.

“ Business Day ” means any day, other than a Saturday, or Sunday or other day on which Canadian chartered banks located in the City of Toronto are required or permitted to close.

“ Canadian Securities Laws ” means the Securities Act (or equivalent legislation) in each of the provinces and territories of Canada and the respective regulations under such legislation together with applicable published rules, regulations, policy statements, national instruments and memoranda of understanding of the Canadian Securities Administrators and the securities regulatory authorities in such provinces and territories.

“ CEWS ” means the Canada Emergency Wage Subsidy, promulgated under Bill C-14 and assented to on April 11, 2020, as amended, and any other COVID-19 related loan program or direct or indirect wage subsidy offered by a Canadian federal, provincial, or local Governmental Authority.

“ Change in MetalCorp Recommendation ” shall have the meaning ascribed to such term in Section 5.2(d)(i).

“ Contract ” means any contract, lease, agreement, instrument, licence, commitment, order, or quotation, written or oral.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ Depositary ” means Computershare Trust Company of Canada, appointed for the purpose of, among other things, exchanging certificates representing MetalCorp Shares for cash consideration and/or certificates representing Palladium Shares in connection with the Arrangement, as applicable.

“ Director ” means the Director appointed under Section 278 of the OBCA.

“ Effective Date ” means the Effective Date as defined in the Plan of Arrangement.

“ Effective Time ” means the Effective Time as defined in the Plan of Arrangement.

“ Employee Plans ” means all plans, arrangements, agreements, programs, policies or practices, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, maintained for employees, including, without limitation:

(a) any employee benefit plan or material fringe benefit plan;
(b) any retirement savings plan, pension plan or compensation plan, including, without limitation, any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement income plan;
(c) any bonus, profit sharing, deferred compensation, incentive compensation, stock compensation, stock purchase, hospitalization, health, drug, dental, legal disability, insurance (including without limitation unemployment insurance), vacation pay, severance pay or other benefit plan, arrangement or practice with respect to employees or former employees, individuals working on contract, or other individuals providing services of a kind normally provided by employees; and
(d) where applicable, all statutory plans, including, without limitation, the Canada or Québec Pension Plans.

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

“ Environmental Laws ” means Laws regulating or pertaining to the generation, discharge, emission or release into the environment (including without limitation ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance, as such Laws are amended and in effect as of the date hereof.

“ Final Order ” means the final order of the Court, in form acceptable to Palladium and MetalCorp, each acting reasonably, approving the Arrangement, as such order may be amended, supplemented or varied by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

“ First Superior Proposal Notice ” shall have the meaning ascribed to such term in Section 9.1(i)(iii).

“ Government ” means:

(a) the government of Canada, or any foreign country;
(b) the government of any Province, county, municipality, city, town, or district of Canada, or any foreign country; and
(c) any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses (a) and (b).

“ Governmental ” means pertaining to any Government.

“ Governmental Authority ” means and includes, without limitation, any Government or other political subdivision of any Government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV and does not include an Aboriginal Group.

“ Hazardous Substance ” means any substance, material or waste defined, regulated listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum or petroleum products, polychlorinated biphenyls, chlorinated solvents, hydrogen sulphide, arsenic, cadmium, lead, mercury, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant that could result in liability under, any applicable Environmental Law.

“ Hemlo East Property ” means the property located east of the community of Marathon in Northwestern Ontario, consisting of 279 cell claims covering 5,719 hectares east of Barrick Gold Inc.’s operating gold mines and the Hemlo Annex Property, known as the “Hemlo East Property” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Hemlo East Property ”.

“ Hemlo Annex Property ” means the property located east of the community of Marathon in Northwestern Ontario consisting of 3 claims for a total of 11 units approximately covering 176 hectares between Barrick Gold Inc.’s operating gold mines and the Hemlo East Property, known as the “Hemlo Annex Property” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Hemlo Annex Property ”.

“ Hemlo Annex Royalty ” means MetalCorp’s 2% net smelter return royalty in respect of the Hemlo Annex Property.

“ IFRS ” means International Financial Reporting Standards.

“ Interim Order ” means the interim order of the Court pursuant to the OBCA, made in connection with the Arrangement, as such order may be amended, supplemented or varied by the Court with the consent of the Parties, each acting reasonably.

“ Key Regulatory Approvals ” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities that are set out in Schedule "C" hereto.

“ Key Third Party Consents ” means those consents, approvals and notices required from any third party to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement that are set out in Schedule "D" hereto.

“ Keezhik Lake Property ” means the property consisting of one unpatented mining claim from the Crown totaling 16 units located 45 km northwest of Fort Hope village, Ontario known as the “ Keezhik Lake Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Keezhik Lake Property ”.

“ Keezhik Lake Royalty ” means MetalCorp’s 2% net smelter return royalty in respect of the Keezhik Lake Property, 50% of which can be purchased by Landore Resources Canada Inc. for $1,000,000.

“ Law ” means any of the following of, or issued by, any Government, in effect on or prior to the date hereof, including any amendment, modification or supplementation of any of the following from time to time subsequent to the original enactment, adoption, issuance, announcement, promulgation or granting thereof and prior to the date hereof: any statute, law, act, ordinance, code, rule or regulation of any writ, injunction, award, decree, judgment or order.

“ liability ” of any Person means and include:

(a) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured;
(b) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and
(c) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise).

“ Material Adverse Change ” or “ Material Adverse Effect ” means, with respect to either Party, any change, event, effect, occurrence or state of facts that has, or could reasonably be expected to constitute a material adverse change in respect of or to have a material adverse effect on, the business, properties, assets, liabilities (including contingent liabilities), prospects, results of operations or financial condition of the Party and its subsidiaries, as applicable, taken as a whole, other than any change, condition, circumstance, event, effect, development, fact or occurrence: (a) relating to the economy, political conditions or securities or commodities markets in general; (b) the occurrence of any natural disaster, social disorder, outbreak of hostilities or any terrorist attack globally, in Canada or the United States; (c) affecting the mining industry in general globally, in Canada or the United States, which does not have a disproportionate effect on the Party; (d) resulting from changes in the market price of base or precious metals or other commodities relating to changes in currency exchange rates, interest rates, monetary policy or inflation; (e) any actions taken (or omitted to be taken) pursuant to this Arrangement Agreement or at the written request, or with the prior written consent, of the other Party hereto; (f) relating to any generally applicable change in Laws or the interpretation or application of same (other than orders, judgments or decrees against that Party or any of its subsidiaries) or generally applicable change in IFRS or U.S. GAAP, as applicable; (g) resulting from the announcement of the execution of this Agreement and the transactions contemplated hereby; (h) relating to a change in the market price or trading volume of the shares of that Party (provided that the cause(s) of such change may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred); or (i) any failure to meet any estimates or expectations regarding its

revenues, earnings or other financial performance or results of operations (provided that the causes of such failure may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred); provided, however, that such effect referred to in clause (a), (b), (c), (d), (f) or (g) above does not materially disproportionately affect that Party and its subsidiaries, taken as a whole, relative to comparable exploration and/or mining companies.

“ MetalCorp ” means MetalCorp Limited, a corporation existing under the OBCA.

“ MetalCorp AGM ” means the annual and special meeting of MetalCorp Shareholders to be held on March 10, 2023.

“ MetalCorp Assets ” means all of the assets, properties (real or personal), permits, rights, licences or other privileges (whether contractual or otherwise) of MetalCorp, including the interests of MetalCorp in the MetalCorp Properties, the River Gold Royalty, the Pickle Lake Royalty, the Moly Royalty, the Keezhik Lake Royalty, and the Hemlo Annex Royalty.

“ MetalCorp Benefit Plans ” shall have the meaning ascribed to such term in Section 3.13(a).

“ MetalCorp Board ” means the board of directors of MetalCorp.

“ MetalCorp Compensation Shares ” means the MetalCorp Shares to be issued to the current directors of MetalCorp in settlement of MetalCorp Directors’ Compensation to be paid to such directors (after payment of applicable withholdings) as full payment of the net amount of such MetalCorp Directors’ Compensation, such MetalCorp Shares to be so issued to be approximately 5,000,000 MetalCorp Shares (but not to exceed 5,000,000 MetalCorp Shares).

“ MetalCorp Circular ” means the management information circular of MetalCorp to be provided to the MetalCorp Shareholders in respect of the Arrangement Resolution and the other matters (if any) to be considered at the MetalCorp Meeting.

“ MetalCorp Directors’ Compensation ” means compensation payable to the current directors of MetalCorp as director’s fees for past services rendered by such directors to MetalCorp for the ten-year period from January 1, 2013 to December 31, 2022, the aggregate net amount of which (after deduction by MetalCorp of withholdings in accordance with Section 2.9(b) and remittance thereof to applicable Governmental Authorities in cash) shall be fully paid and satisfied by the issuance of the MetalCorp Compensation Shares, which directors’ compensation is not connected to and is independent of the Arrangement and is intended to be paid irrespective of whether or not the Arrangement is completed.

“ MetalCorp Disclosure ” means all information disclosed to Palladium by MetalCorp in connection with Palladium’s due diligence review process.

“ MetalCorp Disclosure Letter ” means a letter dated as of the date of this Agreement and delivered by MetalCorp to Palladium contemporaneous with the execution of this Agreement.

“ MetalCorp Dissent Procedures ” means the dissent procedures set out in the Plan of Arrangement to be taken by a MetalCorp Dissenting Shareholder in exercising MetalCorp Dissent Rights.

“ MetalCorp Dissent Rights ” means the rights of dissent in respect of the Arrangement as contemplated in the Plan of Arrangement.

“ MetalCorp Dissenting Shareholders ” means registered MetalCorp Shareholders who have duly and validly exercised their MetalCorp Dissent Rights in strict compliance with the MetalCorp Dissent Procedures and whose MetalCorp Dissent Rights have not terminated.

“ MetalCorp Lock Up Agreements ” means the agreement or agreements among Palladium and each of the MetalCorp Locked Up Shareholders.

“ MetalCorp Locked Up Shareholders ” means each of the senior officers and directors of MetalCorp and all MetalCorp Shareholders holding in excess of 10% of the issued and outstanding MetalCorp Shares, who have entered into MetalCorp Lock Up Agreements.

“ MetalCorp Meeting ” means the meeting, including any adjournments or postponements thereof, of the MetalCorp Shareholders to be held to consider and, if deemed advisable, to approve the Arrangement Resolution.

“ MetalCorp Options ” means all options to purchase MetalCorp Shares outstanding immediately prior to the Effective Time and issued pursuant to the MetalCorp Stock Option Plan.

“ MetalCorp Properties ” means Big Lake Property, the Black Bear Property, the Hemlo East Property, the North Rock Property, and the Summers Property.

“ MetalCorp Public Documents ” shall have the meaning ascribed to such term in Section 3.6(a).

“ MetalCorp Representatives ” shall have the meaning ascribed to such term in Section 9.1(a).

“ MetalCorp Shareholder Approval ” means the requisite approval of the MetalCorp Shareholders of the Arrangement Resolution in accordance with applicable Laws and the Interim Order as set out in Section 2.2(a)(iii).

“ MetalCorp Shareholders ” means, at any time, the holders of the issued and outstanding MetalCorp Shares.

“ MetalCorp Shares ” means the common shares in the capital of MetalCorp.

“ MetalCorp Stock Option Plan ” means the option plan of MetalCorp, as amended, as amended and restated or supplemented from time to time prior to the Effective Time, and as approved by the MetalCorp Shareholders and described in the management information circulars of MetalCorp filed on SEDAR.

“ Moly Property ” means the property consisting of 6 mining claims covering 123 hectares located 65 km south of the community of White River in Northwestern Ontario, known as the “Moly Property” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Moly Property ”.

“ Moly Royalty ” means MetalCorp’s 2% net smelter return royalty in respect of the Moly Property, 50% of which can be purchased by Angus Ventures Inc. for $1,000,000.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

“ Non-Offending Persons ” shall have the meaning ascribed to such term in Section 7.3.

“ North Rock Property ” means the property consisting of 42 claims for a total of 674 units covering approximately 7288 hectares located 25 km east of Fort Frances, Ontario, known as the “Greater North Rock Property” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ North Rock Property ”.

“ OBCA ” means the Business Corporations Act (Ontario), as amended.

“ Outside Date ” means April 30, 2023, or such later date as may be agreed to in writing by the Parties.

“ Palladium ” means Palladium One Mining Inc., a corporation existing under the Business Corporations Act (British Columbia), as amended.

“ Palladium Assets ” means the material mineral properties of Palladium, as described in the Palladium Disclosure.

“ Palladium Board ” means the board of directors of Palladium.

“ Palladium Disclosure ” means all information disclosed to MetalCorp by Palladium in connection with MetalCorp’s due diligence review process.

“ Palladium Group ” means and includes Palladium and the other Palladium Group Members.

“ Palladium Group Member ” means and includes Palladium and any corporation, partnership or company in which Palladium beneficially owns or controls, directly or indirectly, more than 50% of the equity, voting rights, profit interest, capital or other similar interest thereof or any joint venture in which Palladium has a direct or indirect interest.

“ Palladium Options ” means currently issued and outstanding options to purchase Palladium Shares issued pursuant to the Palladium Share Incentive Plans.

“ Palladium Public Documents ” shall have the meaning ascribed to such term in Section 4.4(a).

“ Palladium RSUs ” means currently issued and outstanding restricted share units issued pursuant to the Palladium Share Incentive Plans.

“ Palladium Share Incentive Plans ” means, collectively, (i) Palladium’s share option, and (ii) Palladium’s restricted share unit plans, which was approved by shareholders on October 7, 2021.

“ Palladium Shares ” means the common shares in the capital of Palladium.

“ Palladium Warrants ” means currently issued and outstanding warrants to purchase Palladium Shares.

“ Parties ” and “ Party ” means the parties to this Agreement.

“ Pickle Lake Property ” means the property consisting of mining claims adjacent to PC Gold Inc.’s Pickle Crow gold project in the Patricia Mining Division, Ontario, known as the “ Pickle Lake Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Pickle Lake Property ”.

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“ Pickle Lake Royalty ” means: (i) MetalCorp’s 2% net smelter return royalty in respect of a portion of the Pickle Lake Property, 50% of which can be purchased by First Mining Finance Corp. for $2,000,000; (ii) MetalCorp’s 1% net smelter return royalty in respect of a portion of the Pickle Lake Property, 50% of which can be purchased by First Mining Finance Corp. for $1,000,000; and (iii) MetalCorp’s entitlement to a $1,000,000 payment on the commencement of commercial production from the Pickle Lake Property.

“ Permit ” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Authority.

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

“ Plan of Arrangement ” means the plan of arrangement, the form of which is set out as Schedule "A" to this Agreement, and any amendments or variations made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably.

“ Qualified Person ” has the meaning ascribed to such term in NI 43-101.

“ Replacement Palladium Options ” means options to purchase Palladium Shares granted by Palladium in exchange for MetalCorp Options on the basis set forth in Section 3.1(c) of the Plan of Arrangement.

“ Representatives ” when used with respect to any Person, shall mean such Person’s directors, officers, employees, representatives, agents, counsel, accountants, advisers, engineers, and consultants.

“ Right to Match ” shall have the meaning ascribed to such term in Section 9.2(a).

“ Right to Match Period ” means the period of time during which Palladium shall be entitled to exercise a Right to Match pursuant to Section 9.2(a).

“ River Gold Property ” means the property consisting of two mining claims covering 192 hectares located about 5 km south of the Moly Property, known as the “ River Gold Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ River Gold Property ”

“ River Gold Royalty ” means MetalCorp’s 2% net smelter return royalty in respect of the River Gold Property.

“ Second Superior Proposal Notice ” shall have the meaning ascribed to such term in Section 9.2(b).

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the United States Securities Act of 1933 pursuant to Section 3(a)(10) thereof.

“ Securities Act ” means the Securities Act (Ontario), as amended from time to time.

“ SEDAR ” means System for Electronic Document Analysis and Retrieval.

“ subsidiary ” means, with respect to a specified corporation, any corporation of which more than fifty per cent (50%) of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of

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any event or contingency) are at the time owned directly or indirectly by such specified corporation, and shall include any corporation in like relation to a subsidiary.

“ Summers Property ” means the property located northwest of the community of Greenstone on the east side of Lake Nipigon in northern Ontario, known as the “ Summers Property ” as more particularly described in Schedule 1.1 of the MetalCorp Disclosure Letter under the heading “ Summers Property ”.

“ Superior Proposal ” means a bona fide written Acquisition Proposal made by a third party (other than Palladium), subsequent to the date hereof but before the time the Arrangement Resolution is approved at the MetalCorp Meeting, to purchase or otherwise acquire, directly or indirectly: (i) all of the MetalCorp Shares not beneficially owned by the party making such Acquisition Proposal and pursuant to which all MetalCorp Shareholders are offered the same consideration in form and amount per voting share; or (ii) all or substantially all of the assets of MetalCorp, and, in either case, that: (A) did not result from a breach of the provisions of Section 9.1; (B) complies with all Applicable Securities Laws; (C) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to the satisfaction of the MetalCorp Board, acting in good faith, will be obtained; and (D) the MetalCorp Board has determined in good faith: (x) is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory timing and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; (y) would reasonably be expected, if completed in accordance with its terms (but not assuming away any risk of non‐completion), to result in a transaction more favourable from a financial point of view to the MetalCorp Shareholders than the Arrangement taking into account the form and amount of consideration (including the effect of any adjustment to the terms and conditions of the Arrangement proposed by Palladium pursuant to Section 9.2); and (z) the failure to recommend such Acquisition Proposal to the MetalCorp Shareholders would be inconsistent with its fiduciary duties under applicable Law.

“ Tax ” means all federal, state, local, provincial, branch or other taxes, including income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits), gross receipts taxes, windfall profits taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, license taxes, excise taxes, franchise taxes, sales taxes, use taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), withholding or similar taxes, payroll taxes, employment taxes, pension plan premiums, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, mining taxes, alternative or add‐on minimum taxes, goods and services taxes, harmonized sales taxes, any liability relating to a deemed overpayment of Taxes in respect of the CEWS under section 125.7 of the Tax Act, customs duties or other taxes, assessments, charges, dues, duties, rates, fees imposts, levies and similar charges of any kind whatsoever imposed or charged by any Governmental Authority, together with any interest, penalties or additions with respect thereto, and any interest in respect of such penalties or additions, and any liability for the payment of any foregoing amounts as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations thereunder, each as amended.

“ Tax Returns ” means all returns, amended returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority.

“ Termination Fee ” means a cash termination payment in an amount equal to 7.5% of the aggregate Arrangement Consideration payable to MetalCorp Shareholders pursuant to the Arrangement (calculated

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using the 10-day volume weighted average price of the Palladium Shares on the TSXV on the date hereof), such amount to be payable by MetalCorp to Palladium upon the completion of a Termination Fee Event.

“ Termination Fee Event ” shall have the meaning ascribed to such term in Section 9.3(c).
“ Third Party Confidentiality Agreement ” shall have the meaning ascribed to such term in Section 9.1(f).
“ TSXV ” means the TSX Venture Exchange.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

MetalCorp and Palladium agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement. The Parties agree that: (i) the Arrangement shall result in the acquisition by Palladium of all of the issued and outstanding MetalCorp Shares; and (ii) each MetalCorp Shareholder (other than a MetalCorp Dissenting Shareholder who has validly exercised its MetalCorp Dissent Rights) shall be entitled to receive, in exchange for each MetalCorp Share held, the Arrangement Consideration, all as more specifically set out in the Plan of Arrangement.

2.2 Court Proceedings

MetalCorp shall apply to the Court, in a manner acceptable to Palladium, acting reasonably, pursuant to the OBCA for the Interim Order and the Final Order as follows:

(a) as soon as reasonably practicable after the date of execution of this Agreement, and subject to Section 5.1, MetalCorp shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide, among other things:
(i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the MetalCorp Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged;
(ii) for confirmation of the record date for purposes of determining the MetalCorp Shareholders entitled to receive notice of and vote at the MetalCorp Meeting;
(iii) that the requisite approval for the Arrangement Resolution shall be: (A) at least 66⅔% of the votes cast on the Arrangement Resolution by the MetalCorp
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Shareholders, voting as a single class, present in person or by proxy at the MetalCorp Meeting; and (B) if required, a simple majority of the votes cast on the Arrangement Resolution by MetalCorp Shareholders, voting as a single class, present in person or by proxy at the MetalCorp Meeting (excluding MetalCorp Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 if applicable) in accordance with the requirements of MI 61-101) (collectively, the “ MetalCorp Shareholder Approval ”);

(iv) that, in all other respects, except as modified by the Interim Order, the terms, conditions and restrictions of the MetalCorp constating documents, including quorum requirements and other matters, shall apply in respect of the MetalCorp Meeting;
(v) that Palladium intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of any Palladium Shares to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court’s approval of the Arrangement;
(vi) for the grant of the MetalCorp Dissent Rights to the registered holders of MetalCorp Shares;
(vii) for notice requirements with respect to the presentation of the application to the Court for the Final Order;
(viii) that the MetalCorp Meeting may be adjourned or postponed from time to time by management of MetalCorp with the consent of Palladium, in accordance with the terms of this Agreement, without the need for additional approval of the Court;
(ix) that, subject to the Interim Order and not without the consent of Palladium, the record date for the MetalCorp Shareholders entitled to notice of and to vote at the MetalCorp Meeting will not change in respect of any adjournment(s) (or postponements) of the MetalCorp Meeting unless required by Applicable Securities Laws; and
(x) for such other matters as MetalCorp and Palladium, each acting reasonably, may require.

The notices of motion and related materials for the applications referred to in this Section 2.2 shall be in a form satisfactory to MetalCorp and Palladium, each acting reasonably.

2.3 Final Order

If (i) the Interim Order is obtained, (ii) the Arrangement Resolution is passed at the MetalCorp Meeting by MetalCorp Shareholders as provided for in the Interim Order and as required by applicable Law; and (iii) the Key Regulatory Approvals and Key Third Party Consents are obtained, subject to the terms of this Agreement, MetalCorp shall as soon as reasonably practicable thereafter and in any event within five (5) Business Days thereafter take all steps required to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to the OBCA.

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2.4 Effecting the Arrangement

The Arrangement shall become effective at the Effective Time. Subject to the rights of termination contained in Article 10, upon the MetalCorp Shareholders providing the MetalCorp Shareholder Approval in accordance with the Interim Order, MetalCorp obtaining the Final Order and the other conditions contained in Article 8 being complied with or waived, MetalCorp shall file with the Director the Articles of Arrangement and such other documents as may be required in order to effect the Arrangement, whereupon the Arrangement and other transactions contemplated by this Agreement shall occur and shall be deemed to have occurred at the effective times and in the order set out in the Plan of Arrangement without any further act or formality.

2.5 Consultation

MetalCorp and Palladium will consult with each other in respect to issuing any news release or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with the Court or the Director, any Governmental Authority, securities regulatory authority or stock exchange with respect thereto. Each of MetalCorp and Palladium shall use its commercially reasonable efforts to enable each of the other of them to review and comment on all such press releases and other public statements and filings prior to the release or filing, respectively, thereof; provided, however, that the obligations herein will not prevent a Party from making, after consultation with the other Party, such disclosure as is required by Applicable Securities Laws or the rules and policies of the TSXV or any applicable stock exchange.

2.6 U.S. Securities Law Matters

The Parties agree that any Palladium Shares to be issued to any MetalCorp Shareholders and Replacement Palladium Options to be issued to the holders of MetalCorp Options pursuant to the Arrangement will not be registered under the 1933 Act and will be issued in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be structured and carried out on the following basis:

(a) the application for the Interim Order will provide that it is Palladium’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Palladium Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement;
(b) the Court will be asked to satisfy itself that the Arrangement is fair and reasonable to the MetalCorp Shareholders and holders of MetalCorp Options;
(c) the hearing of the Court to give approval of the Arrangement must be open to any Persons to whom securities will be issued under the Arrangement and there will not be any improper impediments to the appearance by those Persons at the hearing;
(d) MetalCorp will ensure that each MetalCorp Shareholder and holder of MetalCorp Options entitled to receive securities of Palladium pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) the MetalCorp Shareholders and holders of MetalCorp Options will be advised that the securities of Palladium issued (including Palladium Shares issued upon the exercise of Replacement Palladium Options) have not been registered under the 1933 Act and will be
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issued by Palladium in reliance on the Section 3(a)(10) Exemption, and may be subject to restrictions on resale under the Applicable Securities Laws of the United States, including Rule 144 under the 1933 Act with respect to affiliates of Palladium and persons who have been affiliates of Palladium within 90 days of the date of the closing;

(f) the Interim Order approving the MetalCorp Meeting shall specify that each Person to whom Palladium Shares and Replacement Palladium Options will be issued pursuant to the Arrangement will have the right to appear before the Court at the hearing for the Final Order so long as they enter an appearance within a reasonable time; and
(g) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court and that the terms and conditions of the Arrangement are being fair and reasonable both procedurally and substantively to the MetalCorp Shareholders and holders of MetalCorp Options.

2.7 Closing

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

2.8 Adjustments for Dividends, Distributions or other Corporate Events

If on or after the date hereof, either Party: (a) splits, consolidates or reclassifies any of its common shares; (b) undertakes any other capital reorganization; or (c) declares, sets aside or pays any dividend or other distribution to its shareholders of record as of a time prior to the Effective Date, the Parties hereto shall make such adjustments to the Arrangement, including the Arrangement Consideration, as they determine acting in good faith to be necessary to restore the original intention of the Parties in the circumstances.

2.9 Withholding

(a) MetalCorp, Palladium and the Depositary shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Person hereunder and from all dividends or other distributions or amounts otherwise payable to any former MetalCorp Shareholder or holder of MetalCorp Options such amounts as MetalCorp, Palladium or the Depositary determines, acting reasonably, that it is required or permitted to deduct or withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable Tax Laws. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are remitted to the appropriate Governmental Authority. To the extent necessary (but subject to Section 2.9(b)), any such deductions and withholdings which Palladium is required to deduct or withhold may be effected by selling any Palladium Shares to which any such Person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, less deduction and remittance of any applicable tax and any fees related to such sale, shall be paid to the Person entitled thereto as soon as reasonably practicable.
(b) (i) MetalCorp shall deduct and withhold all Taxes required to be deducted or withheld by applicable Law (including applicable Canada Pension Plan contributions) in respect of the MetalCorp Directors’ Compensation (which withholdings MetalCorp and Palladium
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acknowledge and agree to be approximately 16% to 17% (but shall not be more than 20%) in aggregate of such MetalCorp Directors’ Compensation) and shall duly and timely (and in any event prior to the Effective Date) remit same to the Receiver General for Canada (and any other applicable Governmental Authority) pursuant to the Tax Act and other applicable Law, with such deduction, withholding and remittance to be satisfied by remitting same to the applicable Governmental Authority out of MetalCorp’s cash on hand.

(ii) Neither MetalCorp nor Palladium is aware of any required withholding tax in respect of (A) any securities to be issued to the Share Lenders in respect of the Share Loan Agreements, or (B) the issuance of the CFO Services Consideration Shares.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF METALCORP

The representations and warranties contained in this Article 3 shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, provided that the foregoing shall not limit any covenant or agreement contained herein which by its terms contemplates performance after the Effective Date or on the date on which this Agreement is terminated. Any investigation by Palladium and its advisors shall not mitigate, diminish or affect the representations and warranties of MetalCorp contained in this Agreement.

MetalCorp represents and warrants to and in favour of Palladium as follows and acknowledges that Palladium is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated herein. Such representations and warranties are made to the knowledge of MetalCorp, after due enquiry, other than the representations and warranties in Sections 3.1, 3.2, 3.3, 3.10, and 3.19 which are not knowledge qualified.

3.1 Organization and Good Standing

(a) MetalCorp is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and is qualified to transact business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted.
(b) MetalCorp has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.
(c) MetalCorp is up-to-date in all of its corporate filings in all material respects.
(d) MetalCorp is not insolvent within the meaning of applicable Law.

3.2 Subsidiaries

Except for marketable securities as shown in the MetalCorp Public Documents, MetalCorp does not own, directly or indirectly, any equity interest of or in any entity or enterprise organized under the Laws of any domestic or foreign jurisdiction.

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3.3 Consents, Authorizations, and Binding Effect

(a) MetalCorp has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by MetalCorp has been duly authorized by the MetalCorp Board and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement, other than the MetalCorp Shareholder Approval. This Agreement has been duly executed and delivered by MetalCorp and constitutes a legal, valid and binding obligation of MetalCorp, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.
(b) Other than as disclosed in Schedule 3.3(b) of the MetalCorp Disclosure Letter, the authorization of this Agreement, the execution and delivery by MetalCorp of this Agreement and the performance by it of its obligations under this Agreement, and the completion of the Arrangement will not:
(i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre‐emptive or participation right under, any provision of:
- (A) its articles, by‐laws or other charter documents;
- (B) any applicable Laws;
- (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease or Authorization to which MetalCorp is party or by which it or its assets are bound; or
- (D) any judgment, decree, order or award of any Governmental Authority, court or arbitrator;
(ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of MetalCorp, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of MetalCorp to cease to be available, or cause any security interest in any assets of MetalCorp to become enforceable or realizable;
(iii) give rise to any rights of first refusal or trigger any change of control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement or Authorization; or
(iv) result in the imposition of any Encumbrance upon any assets of MetalCorp.
(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained by MetalCorp in connection with this Agreement and the completion of the Arrangement and any other transactions contemplated by this Agreement, other than: (i) the MetalCorp Shareholder Approval; (ii) the approval of the Court pursuant to the Interim Order and the Final Order;
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(iii) the requirement to prepare and file this Agreement and the MetalCorp Circular together with related continuous disclosure filings; (iv) any necessary TSXV filings and approvals; and (v) such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or delay the completion of the Arrangement and any other transactions contemplated by this Agreement or would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on MetalCorp.

3.4 Support of the Arrangement

The MetalCorp Board has determined that the Arrangement is in the best interests of MetalCorp and the MetalCorp Shareholders. The MetalCorp Board has approved the Arrangement and the other transactions contemplated by this Arrangement Agreement and determined to recommend approval of the Arrangement Resolution to the MetalCorp Shareholders.

3.5 Insurance

The businesses and properties of MetalCorp are insured against loss or damage with coverage of types and in amounts consistent with the types and amounts of insurance maintained by corporations and other entities of a size and carrying on business of a type carried on by MetalCorp. All such policies shall remain in full force and effect and shall not be cancelled or otherwise terminated as a result of the transactions contemplated hereby.

3.6 Public Filings; Financial Statements

(a) MetalCorp has filed all documents required pursuant to Applicable Securities Laws (the “ MetalCorp Public Documents ”). As of their respective dates, the MetalCorp Public Documents complied in all material respects with the then applicable requirements of the Applicable Securities Laws and, at the respective times they were filed, none of the MetalCorp Public Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. MetalCorp has not filed any confidential disclosure reports or material change reports which have not at the date hereof become public knowledge.
(b) The audited financial statements (including, in each case, any notes thereto) of MetalCorp as at and for the year ended December 31, 2021 included in the MetalCorp Public Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the assets, liabilities and financial condition of MetalCorp as of the respective dates thereof and the losses, results of operations and changes in financial position of MetalCorp for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the MetalCorp Public Documents, MetalCorp has not, since December 31, 2021, made any change in the accounting practices or policies applied in the preparation of its financial statements.
(c) MetalCorp is a “ reporting issuer ” (or its equivalent) under applicable Canadian Securities Laws of each of the Provinces of British Columbia, Alberta, and Ontario. MetalCorp is not currently in default in any material respect of any requirement of such Canadian Securities Laws and MetalCorp is not included on a list of defaulting reporting issuers maintained by
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any of the securities commissions or similar regulatory authorities in each of such provinces.

(d) There has not been any reportable event (within the meaning of National Instrument 51102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2021 with the present or former auditors of MetalCorp.
(e) Other than as disclosed in MetalCorp Public Documents or in Schedule 3.6(e) of the MetalCorp Disclosure Letter, there are no contracts with MetalCorp, on the one hand, and: (i) any officer or director of MetalCorp; (ii) any holder of 10% or more of the equity securities of MetalCorp; or (iii) an Associate or affiliate of a person in (i) or (ii), on the other hand.

3.7 Internal Controls and Financial Reporting

MetalCorp: (a) has designed disclosure controls and procedures to provide reasonable assurance that material information relating to MetalCorp is made known to the Chief Executive Officer and the Chief Financial Officer of MetalCorp by others within MetalCorp, particularly during the periods in which filings are being prepared; and (b) has designed internal controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Chief Executive Officer and the Chief Financial Officer of MetalCorp have disclosed to MetalCorp’s independent auditors and to the audit committee of the MetalCorp Board (A) any significant deficiencies in the design or operation of such disclosure controls and procedures which could adversely affect MetalCorp’s ability to record, process, summarize and report financial data (including identifying for MetalCorp’s independent auditors any material weaknesses in such disclosure controls and procedures), and (B) to the knowledge of MetalCorp, any fraud, whether or not material, that involves management or other employees of MetalCorp who have a significant role in such disclosure controls and procedures.

3.8 Minute Books

The minute books of MetalCorp are true and correct in all material respects; they contain the duly signed minutes of all meetings of the MetalCorp Board of directors, shareholders and board committees and all resolutions passed by the MetalCorp Board, the shareholders and the board committees, other than the minutes of meetings held in connection with the Arrangement.

3.9 Litigation and Compliance

(a) Except as set out in Schedule 3.9 of the MetalCorp Disclosure Letter, there are no actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of MetalCorp, threatened:
(i) against or affecting MetalCorp or with respect to or affecting any asset or property owned, leased or used by MetalCorp; or
(ii) which question or challenge the validity of this Agreement or the Arrangement or any action taken or to be taken pursuant to this Agreement or the Arrangement;

nor is MetalCorp aware of any basis for any such action, suit, claim, proceeding, grievance, complaint or investigation.

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(b) MetalCorp has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for noncompliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on MetalCorp.
(c) Neither MetalCorp, nor any asset of MetalCorp, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on MetalCorp or which is reasonably likely to prevent MetalCorp from performing its obligations under this Agreement.
(d) MetalCorp has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on MetalCorp.

3.10 Absence of Cease Trade Orders

No order ceasing or suspending trading in the MetalCorp Shares or any other securities of MetalCorp is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of MetalCorp, are pending, contemplated or threatened.

3.11 Registration Rights

No MetalCorp Shareholder has any right to compel MetalCorp to register or otherwise qualify the MetalCorp Shares for public sale or distribution.

3.12 Taxes

(a) MetalCorp has duly and timely filed, or has caused to be duly and timely filed on its behalf, all Tax Returns required to be filed by it prior to the date hereof, and all such Tax Returns are complete and accurate in all material respects.
(b) Any Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, other than those which are being contested in good faith and in respect of which adequate reserves have been provided in the most recently published financial statements of MetalCorp. MetalCorp’s most recent audited financial statements reflect a reserve in accordance with IFRS for all Taxes payable by MetalCorp for all taxable periods and portions thereof through the date of such financial statements.
(c) No audit or other proceeding by any Governmental Authority is pending or, to the knowledge of MetalCorp, threatened with respect to any Taxes due from or with respect to MetalCorp, and no Governmental Authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against MetalCorp. There are no matters under audit or appeal or in dispute, or, to the knowledge of MetalCorp, under discussion, with any Governmental Authority relating to Taxes.
(d) No claim has been made by any Governmental Authority in a jurisdiction where MetalCorp does not file Tax Returns that MetalCorp is or may be subject to Tax by that jurisdiction.
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To the knowledge of MetalCorp, there is no basis for a claim that MetalCorp is subject to Tax in a jurisdiction in which MetalCorp does not file Tax Returns.

(e) There are no liens for unpaid Taxes (other than permitted encumbrances or in respect of Taxes not yet due and payable) upon any of the assets of MetalCorp.
(f) MetalCorp has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority where required by Law to do so.
(g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from MetalCorp for any taxable period and no request for any such waiver or extension is currently outstanding or pending.
(h) MetalCorp has provided Palladium with true, correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies, if any, for taxable periods, or transactions consummated, prior to the date of this Agreement for which the applicable normal reassessment period or other standard statutory period of limitations has not expired, in respect of MetalCorp.
(i) The MetalCorp Shares are listed on a “recognized stock exchange” as defined by the Tax Act.
(j) There are no circumstances existing which could result in the application of Section 78 or Sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to MetalCorp. Except in the ordinary course of business, MetalCorp has not made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the date hereof.
(k) To the knowledge of MetalCorp, no circumstances exist or could reasonably be expected to arise as a result of matters existing before the date hereof that may result in MetalCorp being subject to the application of Section 160 of the Tax Act with respect to Taxes of any person other than MetalCorp.
(l) MetalCorp has not issued shares that are, or were intended to be, “flow-through shares” for purposes of the Tax Act in the previous two calendar years and does not have outstanding obligations to incur or renounce “Canadian exploration expenses” or “Canadian development expenses” (each within the meaning of the Tax Act) pursuant to any subscription agreements relating to the issuance of flow-through shares.

3.13 Employee Benefits

(a) To the knowledge of MetalCorp, MetalCorp has complied, in all material respects, with the terms of all Employee Plans which are maintained by or binding upon MetalCorp, or in respect of which MetalCorp has any actual or potential liability (collectively, the “ MetalCorp Benefit Plans ”) and with all applicable Laws and collective bargaining agreements relating thereto.
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(b) Schedule 3.13(b) of the MetalCorp Disclosure Letter sets forth a complete list and description of the terms of the MetalCorp Benefit Plans.
(c) Each MetalCorp Benefit Plan is and has been established, registered (if required), qualified, invested and administered, in all material respects, in compliance with the terms of such MetalCorp Benefit Plan (including the terms of any documents in respect of such MetalCorp Benefit Plan), all applicable Laws and any collective bargaining agreement relating thereto.
(d) All obligations of MetalCorp regarding the MetalCorp Benefit Plans have been satisfied in all material respects and, to the knowledge of MetalCorp, no Taxes are owing or exigible under any of the MetalCorp Benefit Plans by MetalCorp. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each MetalCorp Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all applicable Laws.
(e) Each MetalCorp Benefit Plan is insured or funded (in each case, if required) in compliance with the terms of such MetalCorp Benefit Plan, all applicable Laws and any collective bargaining agreement relating thereto and is in good standing with such Governmental Authorities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by MetalCorp from any such Governmental Authorities.
(f) To the knowledge of MetalCorp: (i) no MetalCorp Benefit Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Authority, or by any other party (other than routine claims for benefits); and (ii) there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any MetalCorp Benefit Plan required to be registered or qualified.
(g) MetalCorp has no formal plan and has made no promise or commitment, whether legally binding or not, to create any additional MetalCorp Benefit Plan or to improve or change the benefits provided under any MetalCorp Benefit Plan.
(h) There is no entity other than MetalCorp participating in any MetalCorp Benefit Plan.
(i) Except as set out in the MetalCorp Public Documents, none of the MetalCorp Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependants of such employees.
(j) Except as disclosed in Schedule 3.13(j) of the MetalCorp Disclosure Letter, neither the execution and delivery of this Agreement by MetalCorp nor completion of the Arrangement nor compliance by MetalCorp with any of the provisions hereof shall, either alone or in connection with a resignation of any individual, result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of MetalCorp or result in any increase or acceleration of contributions, liabilities or benefits or acceleration of vesting, under any MetalCorp Benefit Plan or restriction held in connection with a MetalCorp Benefit Plan.
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(k) All data necessary to administer each MetalCorp Benefit Plan is in the possession of MetalCorp or its agents and is in a form which is sufficient for the proper administration of the MetalCorp Benefit Plan in accordance with its terms and all applicable Laws and such data is complete and correct.

3.14 Pension and Other Employee Plans and Agreements

Other than the MetalCorp Stock Option Plan, MetalCorp does not maintain or contribute to any Employee Plan and, without limiting the foregoing, MetalCorp does not maintain or contribute to a “ registered pension plan ” as that term is defined in subsection 248(1) of the Tax Act.

3.15 Employment and Labour Relations

(a) MetalCorp is not a party to or bound by any contract with, commitment to, or collective agreement with any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent (collectively, “ labour representatives ”) and no labour representative holds bargaining rights with respect to any employees of MetalCorp.
(b) (i) There are no representation questions, arbitration proceedings, lockouts, labour strikes, slow-downs or stoppages, material grievances, or other labour troubles pending or, to the knowledge of MetalCorp, threatened with respect to the employees of MetalCorp; and (ii) to the best of MetalCorp’s knowledge, there are no present or pending applications for certification (or the equivalent procedure under any applicable Law) of any labour representative as the bargaining agent for any employees of MetalCorp.
(c) MetalCorp has properly classified all of its workers as employees or consultants for the purposes of applicable Law.

3.16 Contracts, Etc.

(a) Except as disclosed in Schedule 3.16 of the MetalCorp Disclosure Letter as of the date hereof, MetalCorp is not a party to or bound by any Contract:
(i) relating to capital expenditures or improvements by MetalCorp in excess of $10,000 in the aggregate;
(ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation;
(iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation;
(iv) relating to the employment of any employees or the rights of employees on severance or termination;
(v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $10,000 per annum, excluding those which may be terminated without penalty on three months’ notice or less;
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(vi) which contemplates payment on or as a result of a change of control of MetalCorp (whether on termination of such agreement, on occurrence of any other event or circumstance, or after notice or lapse of time or otherwise);
(vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm’s length with MetalCorp;
(viii) with a bank or other financial institution relating to borrowed money;
(ix) relating to the existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts;
(x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof;
(xi) relating to the acquisition or disposition of any shares or securities of any entity (other than MetalCorp);
(xii) relating to the acquisition or disposition or lease of any business operations or real property;
(xiii) limiting or restraining MetalCorp from engaging in any activities or competing with any Person;
(xiv) which involves the use of a derivative, including any forward contracts or options; (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person; or
(xvi) which is otherwise material to MetalCorp.
(b) MetalCorp and, to the knowledge of MetalCorp, each of the other parties to any Contract to which MetalCorp is a party is in compliance in all material respects with all covenants under each such Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default under any Contract.

3.17 Absence of Certain Changes, Etc.

Except for the MetalCorp Compensation Shares and as contemplated by the Arrangement and this Agreement (including the legal and other costs incurred in connection with this Agreement) and except as disclosed in Schedule 3.17 of the MetalCorp Disclosure Letter, since September 30, 2022:

(a) there has been no Material Adverse Change in respect of MetalCorp;
(b) MetalCorp has not:
(i) sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing;
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(ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) in excess of $10,000, other than costs (including legal fees) incurred in the ordinary course of business, including in connection with the MetalCorp AGM;
(iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $10,000;
(iv) made or agreed to make any material increase in the compensation payable to any employee or director;
(v) conducted its operations other than in the normal course of business;
(vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract; and
(vii) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any dividend on, or other distribution with respect to, MetalCorp Shares.

3.18 Status of Work

Except as disclosed in Schedule 3.18 of the MetalCorp Disclosure Letter, no mining, exploration or development has been undertaken since December 31, 2021 in respect of the Big Lake Property, the Black Bear Property, the Hemlo East Property, the North Rock Property, or the Summers Property.

3.19 Capitalization

(a) As at the date hereof, the authorized share capital of MetalCorp consists of an unlimited number of MetalCorp Shares, of which 120,120,559 MetalCorp Shares are outstanding. There are 11,950,000 MetalCorp Shares issuable upon the exercise of MetalCorp Options.
(b) All outstanding MetalCorp Shares have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.
(c) Except with respect to MetalCorp Options and the MetalCorp Stock Option Plan, the MetalCorp Compensation Shares, the Share Loan Agreements and the CFO Services Consideration Shares, and except as contemplated by this Agreement, there are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to the voting of any MetalCorp Shares to which MetalCorp is a party;
(ii) securities issued by MetalCorp that are convertible into or exchangeable for MetalCorp Shares;
(iii) agreements, options, warrants or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any MetalCorp Shares or securities convertible into or exchangeable for any MetalCorp Shares, in each case granted, extended or entered into by MetalCorp;
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(iv) agreements of any kind to which MetalCorp is party relating to the issuance or sale of any MetalCorp Shares, or any securities convertible into or exchangeable or exercisable for MetalCorp Shares, or requiring MetalCorp to qualify securities of MetalCorp for distribution by prospectus under Canadian Securities Laws; or
(v) agreements of any kind which may obligate MetalCorp to issue or purchase any of its securities.

3.20 Shareholder Rights Plan

MetalCorp has not adopted a shareholder rights plan.

3.21 Environmental Matters

MetalCorp and its business and operations:

(a) are all in compliance, in all material respects, with all applicable Environmental Laws and all terms and conditions of all environmental permits, and has not violated any Environmental Laws, and is not aware of any facts or circumstances that could materially affect the validity of environmental permits or could reasonably give rise to their revocation;
(b) have not been subject of: (i) any proceeding, application, order, written request, written notice or directive from any person alleging a violation of any Environmental Law, and which relates to any environmental, health or safety matter; or (ii) any demand or notice with respect to any Environmental Laws;
(c) have made adequate reserves for all reclamation obligations and has made appropriate arrangements through obtaining reclamation bonds or otherwise to discharge such reclamation obligations, to the extent applicable;
(d) have not been subject to any material environmental liabilities nor factors likely to give rise to any material environmental liability: (i) affecting any of the MetalCorp Properties; or (ii) retained in any manner by MetalCorp in connection with properties disposed of by MetalCorp;
(e) (i) are not party to any litigation or administrative proceeding, nor is any litigation or administrative proceeding threatened in writing against MetalCorp or the MetalCorp Assets, which in either case (A) asserts or alleges that it violated any Environmental Laws, (B) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the release, spill, leak, emission, discharge, leaching, dumping or disposal of any Hazardous Substances, or (C) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the release of any Hazardous Substances; and (ii) are not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and have not been named or listed as a potentially responsible party by any Governmental Authority in a matter arising under any Environmental Laws;
(f) are not involved in remediation operations and does not know of any facts, circumstances or conditions, including any release, spill, leak, emission, discharge, leaching, dumping or
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disposal of Hazardous Substance, that would reasonably be expected to result in any material environmental liabilities;

(g) confirm that there is no presence of any Hazardous Substance (other than copper) on, in, at, or under any of the real property of MetalCorp, that could reasonably give rise to liabilities, or that are in conditions or concentrations in excess of applicable remediation guidelines;
(h) have obtained all material authorizations required under Environmental Laws necessary to construct, develop and operate the MetalCorp Properties or to conduct any other exploration, development, drilling or mining operations being conducted by it;
(i) have made available to Palladium a true and complete copy of each environmental audit, assessment, study or test in its control or possession relating to the MetalCorp Properties, including any environmental social impact assessment study reports and any other material environmental information; and
(j) have made available to Palladium a true and complete copy of each material correspondence, in its control or possession, between MetalCorp and any Governmental Authority, including correspondence relating to potential future government policies that could affect the construction, development and operation of the MetalCorp Properties or to conduct any other exploration, development, drilling or mining operations being conducted by it.

3.22 Licence and Title

In respect of the MetalCorp Assets, MetalCorp owns, possesses, or has obtained and is in compliance in all material respects with, all Permits required by applicable laws necessary to conduct its business as currently conducted, other than where the absence of such Permits or the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Other than as disclosed in Schedule 3.22 of the MetalCorp Disclosure Letter and the MetalCorp Public Documents, applying customary standards in the mineral exploration industry, MetalCorp has good and sufficient right, title and interest to operate such properties in the ordinary course and consistent with past practices and principles, free and clear of any title defect or Encumbrance:

(a) to its Permits, mining concessions, claims, leases, licences or other rights to explore for, and develop minerals and any other properties;
(b) its licenses (from landowners and authorities permitting the use of land by MetalCorp), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licences; and
(c) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of MetalCorp’s financial statements for the year ended December 31, 2021, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheet forming part of such financial statements and in the notes thereto.
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3.23 Properties

(a) The MetalCorp Properties are described and set out in the MetalCorp Public Documents and Schedule 3.23 of the MetalCorp Disclosure Letter and have been properly located and recorded in compliance with applicable Laws and are comprised of valid and subsisting mineral claims or equivalent rights, and such properties comprise all of the material properties of MetalCorp.
(b) Except as disclosed in the MetalCorp Public Documents and Schedule 3.23(b) of the MetalCorp Disclosure Letter or as would not reasonably be expected to have a Material Adverse Effect on MetalCorp, no person has any interest in the MetalCorp Properties or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(c) Except as disclosed in the MetalCorp Public Documents and Schedule 3.23(c) of the MetalCorp Disclosure Letter or as would not reasonably be expected to have a Material Adverse Effect on MetalCorp, there are no earn-in rights, rights of first refusal, royalty rights, back-in rights or similar provisions which would materially affect the MetalCorp Properties.
(d) Except as disclosed in Schedule 3.23(d) of the MetalCorp Disclosure Letter, there are no restrictions on the ability of MetalCorp to use, transfer or exploit the MetalCorp Properties except pursuant to applicable Laws in the normal course.
(e) MetalCorp has not received any notice, whether written or oral, from any Governmental Authority either: (i) of any revocation or intention to revoke MetalCorp’s interest in the MetalCorp Properties; or (ii) relating to any limitation or prohibition on mineral exploration, development or other mining activities in relation to the MetalCorp Properties.
(f) The MetalCorp Properties are in good standing under applicable Law and all work required to be performed has been performed and all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(g) There is no Law or regulation limiting or prohibiting MetalCorp from carrying on any mineral exploration, development or other mining activities in relation to the MetalCorp Properties.
(h) Except as disclosed in the MetalCorp Public Documents or Schedule 3.23(h) of the MetalCorp Disclosure Letter, there are no adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of MetalCorp, that are pending or threatened, affecting or which could affect the title to or right to explore or develop the MetalCorp Properties, including the title to or ownership by MetalCorp of any of the foregoing, which might involve the possibility of any judgment or liability affecting the MetalCorp Properties.
(i) MetalCorp is in full compliance with all applicable Canadian Securities Laws in all material respects and is not aware of any changes to any applicable Laws which would have a Material Adverse Effect on MetalCorp, taken as a whole.
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3.24 Aboriginal Claims

Except as disclosed in the MetalCorp Public Documents or Schedule 3.24 of the MetalCorp Disclosure Letter:

(a) MetalCorp has not received, nor is it aware of any written or oral, Aboriginal Claim, whether proven or unproven, which would reasonably be expected to negatively affect MetalCorp’s operations.
(b) MetalCorp is not aware of any threatened Aboriginal Claim which relates to any property interests of MetalCorp, any Permits or the operation by MetalCorp of its businesses in the areas in which such operations are carried on or in which any MetalCorp Properties are located.
(c) MetalCorp has no material outstanding agreements, memorandums of understanding or similar arrangements with any Aboriginal Group.
(d) There are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any Aboriginal Group concerning MetalCorp, its business, operations or assets.
(e) MetalCorp has disclosed all information, material correspondence, notice and other documents from or involving any Aboriginal Groups to Palladium.
(f) MetalCorp has not entered into any written or oral agreements with any Aboriginal Groups or other such affected persons or groups to provide benefits, pecuniary or otherwise, and MetalCorp has not offered any Aboriginal Group or other such affected persons or groups any benefits, including with respect to MetalCorp Properties at any stage of development.

3.25 Technical Reports

MetalCorp has filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, and Ontario all of the technical reports required to be filed under NI 43-101 in respect of its material mineral projects and all public disclosure made by MetalCorp regarding such mineral projects complied in all material respects with NI 43-101 at the time of filing such disclosure.

3.26 Mineral Resources

The most recent estimated mineral resources of MetalCorp disclosed in the MetalCorp Public Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. The information provided by MetalCorp to the Qualified Persons in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. No material mineral deposits of MetalCorp are subject to illegal occupation. There has been no material reduction in the aggregate amount of estimated mineral resources of MetalCorp from the amounts disclosed in the MetalCorp Public Documents.

3.27 Undisclosed Liabilities

There are no material liabilities of MetalCorp of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which MetalCorp may become liable on or after the consummation of the transactions contemplated hereby other than:

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(a) liabilities disclosed on or reflected or provided for in the financial statements of MetalCorp as at and for the nine month period ended September 30, 2022; and
(b) liabilities incurred in the ordinary and usual course of business of MetalCorp, as currently conducted, and attributable to the period since September 30, 2022, none of which has had or may reasonably be expected to have a Material Adverse Effect on MetalCorp.

3.28 Due Diligence Investigations

All representations and warranties of MetalCorp herein and all written information relating to the business, assets, liabilities, properties, capitalization or financial condition of MetalCorp provided by MetalCorp or any of its Representatives to Palladium in response to written due diligence enquiries have been made and prepared in good faith and through the reasonable best efforts of the officers and directors of MetalCorp and, based on such efforts, believed to be true, accurate and complete in all material respects. All representations and warranties of MetalCorp herein and all information provided to Palladium in the data site of MetalCorp or in relation to Palladium’s due diligence requests are, subject to the foregoing, true and correct in all material respects and do not contain any material omissions as at its respective date as stated therein and has not been amended except as provided to Palladium.

3.29 Competition Act

The transactions contemplated by this Agreement are not subject to notification under Part IX of the Competition Act (Canada), as amended, as neither MetalCorp’s assets in Canada nor its gross revenues from sales in or from Canada, exceed the thresholds set out in Section 110 of the Competition Act (Canada), as amended, as determined in accordance with the Notifiable Transaction Regulations thereto.

3.30 Brokers

No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of MetalCorp or its Associates. No broker, finder, underwriter, agent or other financial advisor is entitled to any right of first refusal to provide services as broker, finder, underwriter, agent or financial advisor in connection with a future financing by MetalCorp.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PALLADIUM

The representations and warranties contained in this Article IV shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, provided that the foregoing shall not limit any covenant or agreement contained herein which by its terms contemplates performance after the Effective Date or on the date on which this Agreement is terminated. Any investigation by MetalCorp and its advisors shall not mitigate, diminish or affect the representations and warranties of Palladium contained in this Agreement.

Palladium hereby represents and warrants to MetalCorp as follows and acknowledges that MetalCorp is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:

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4.1 Organization and Good Standing

(a) Each Palladium Group Member is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and is qualified to transact business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on Palladium or on any such company. Except as indicated in the Palladium Public Documents, there are no other material subsidiaries of Palladium.
(b) Each Palladium Group Member has the corporate power and authority to own, lease, or operate its properties and to carry on its business as now conducted.

4.2 Consents, Authorizations, and Binding Effect

(a) Palladium may execute, deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except:
(i) the approval of the TSXV for the issuance of Palladium Shares contemplated hereby, if applicable;
(ii) any approvals required by the Interim Order and the Final Order;
(iii) consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis; or
(iv) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent Palladium from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Palladium Group.
(b) Palladium has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement.
(c) The Palladium Board has approved the Arrangement and the execution, delivery and performance of this Agreement.
(d) This Agreement has been duly executed and delivered by Palladium and constitutes a legal, valid, and binding obligation of Palladium enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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(e) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not:
(i) constitute a violation or breach of the articles or notice of articles of Palladium;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any Contract, permit or licence to which any Palladium Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on the Palladium Group;
(iii) constitute a violation of any Law applicable or relating to any Palladium Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on any Palladium Group Member; or
(iv) result in the creation of any lien upon any of the assets of any Palladium Group Member, other than such liens as would not have a Material Adverse Effect on the Palladium Group.
(f) No Palladium Group Member or any Affiliate or Associate of any Palladium Group Member is the registered owner of, beneficially owns or has the right to acquire a beneficial interest in, any MetalCorp Shares.

4.3 Insurance

The Palladium Group Members have their respective businesses and properties insured against loss or damage with coverage of types and in amounts consistent with the types and amounts of insurance maintained by corporations and other entities of a size and carrying on business of a type carried on by Palladium and cover all risks prudently and reasonably foreseeable in the question of its business. All such policies shall remain in full force and effect and shall not be cancelled or otherwise terminated as a result of the transactions contemplated hereby.

4.4 Public Filings; Financial Statements

(a) Palladium has filed all documents required pursuant to Applicable Securities Laws (the “ Palladium Public Documents ”). As of their respective dates, the Palladium Public Documents complied in all material respects with the then applicable requirements of the Applicable Securities Laws and, at the respective times they were filed, none of the Palladium Public Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Palladium has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.
(b) The consolidated financial statements (including, in each case, any notes thereto) of Palladium as at and for the year ended December 31, 2021 included in the Palladium Public Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated assets, liabilities and financial condition of Palladium and its consolidated subsidiaries as of the respective dates thereof and the consolidated earnings,
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results of operations and changes in financial position of Palladium and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Palladium Public Documents, Palladium has not, since December 31, 2021, made any change in the accounting practices or policies applied in the preparation of its financial statements.

(c) Palladium is a “reporting issuer” (or its equivalent) under applicable Canadian Securities Laws of each of the provinces of Canada, other than Québec. Palladium is not currently in default in any material respect of any requirement of such Canadian Securities Laws and Palladium is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such provinces. Palladium is in compliance in all material respects with the rules and regulations of the TSXV.
(d) There has not been any reportable event (within the meaning of National Instrument 51102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2021 with the present or former auditors of the Palladium Group.
(e) Other than as disclosed in the Palladium Public Documents, there are no contracts with Palladium, on the one hand, and: (i) any officer or director of the Palladium Group; (ii) any holder of 10% or more of the equity securities of Palladium; or (iii) an Associate or affiliate of a person in (i) or (ii), on the other hand.

4.5 Litigation and Compliance

(a) There are no material actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of Palladium, threatened:
(i) against or affecting Palladium or with respect to or affecting any asset or property owned, leased or used by Palladium; or
(ii) which question or challenge the validity of this Agreement or the Arrangement or any action taken or to be taken pursuant to this Agreement or the Arrangement.
(b) Other than as disclosed in the Palladium Public Documents, Palladium has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on Palladium.
(c) Neither Palladium, nor any asset of Palladium is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Palladium or which is reasonably likely to prevent Palladium from performing its obligations under this Agreement.
(d) Palladium has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do
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so has not had and would not reasonably be expected to have a Material Adverse Effect on Palladium.

4.6 Absence of Cease Trade Orders

No order ceasing or suspending trading in Palladium Shares (or any of them) or any other securities of Palladium is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of Palladium, are pending, contemplated or threatened.

4.7 Capitalization

(a) As at the date hereof, the authorized capital of Palladium consists of an unlimited number of Palladium Shares, of which 283,753,807 Palladium Shares are outstanding. There are currently up to 28,978,757 Palladium Shares issuable upon the exercise of Palladium Options, Palladium Warrants and Palladium RSUs.
(b) All outstanding shares of all series and classes in the capital of Palladium have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.
(c) Except as described in the Palladium Public Documents, there are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to the voting of any Palladium Shares to which any Palladium Group Member is a party;
(ii) securities issued by any Palladium Group Member that are convertible into or exchangeable for any Palladium Shares;
(iii) other than pursuant to this Agreement, agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Palladium Shares or securities convertible into or exchangeable or exercisable for any such common shares, in each case granted, extended or entered into by any Palladium Group Member;
(iv) other than this Agreement, agreements of any kind to which any Palladium Group Member is party relating to the issuance or sale of any Palladium Shares, or any securities convertible into or exchangeable or exercisable for any Palladium Shares or requiring Palladium to qualify securities of any Palladium Group Member for distribution by prospectus under Canadian Securities Laws; or
(v) other than this Agreement, agreements of any kind which may obligate Palladium to issue or purchase any of its securities.

4.8 Title to Properties

Applying customary standards in the mining industry, Palladium and each of its subsidiaries has good and sufficient right and title to or valid leasehold interests in its mineral properties as described in the Palladium Public Documents sufficient to operate such properties in the ordinary course and consistent with past practices and principles, free and clear of any title defect or Encumbrance.

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4.9 Technical Reports

Palladium has filed with the securities regulatory authorities in each of the each of the provinces of Canada, other than Québec all of the technical reports required to be filed under NI 43-101 in respect of its material mineral projects and all public disclosure made by Palladium regarding such mineral projects complied in all material respects with NI 43-101 at the time of filing such disclosure.

4.10 Mineral Resources and Mineral Reserves

The most recent estimated mineral resources and mineral reserves of Palladium disclosed in the Palladium Public Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. The information provided by Palladium to the Qualified Persons in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral reserves and estimated mineral resources of Palladium and its subsidiaries, taken as a whole, from the amounts disclosed in the Palladium Public Documents.

4.11 Issuance of Palladium Shares

The Palladium Shares to be issued as part of the consideration under the Arrangement to holders of MetalCorp Shares, and the Palladium Shares to be issued upon the exercise of any Replacement Palladium Options or otherwise in connection with the Arrangement after the Effective Date will, when issued, be duly and validly issued as fully paid and non-assessable common shares in the capital of Palladium and will be listed and posted for trading under the facilities of the TSXV.

4.12 Indebtedness

Other than as disclosed in the Palladium Public Documents, no indebtedness for borrowed money is owing or guaranteed by Palladium and Palladium does not have any obligation to issue any debt securities, or guarantee or otherwise become responsible for the obligations of any other Person.

4.13 Undisclosed Liabilities

There are no material liabilities of Palladium of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Palladium may become liable on or after the consummation of the transactions contemplated hereby other than:

(a) liabilities disclosed on or reflected or provided for in the financial statements of Palladium as at and for the three and nine months ended September 30, 2022;
(b) liabilities incurred in the ordinary and usual course of business of Palladium, as currently conducted, and attributable to the period since September 30, 2022; or
(c) liabilities that would not reasonably be expected to have a Material Adverse Effect on Palladium.

4.14 License and Title

In respect of the Palladium Assets, Palladium owns, possesses, or has obtained and is in compliance in all material respects with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance with

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applicable Laws. Palladium has good and marketable right, title and interest, free and clear of any title defect or Encumbrance:

(a) to its permits, mining concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals and any other properties;
(b) to its real property interests, including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Palladium), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licences; and
(c) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of Palladium’s financial statements for the year ended December 31, 2021, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto.

4.15 Properties

(a) The Palladium Assets are described and set out in the Palladium Public Documents and have been properly located and recorded in compliance with applicable Laws and are comprised of valid and subsisting mineral claims or equivalent rights.
(b) Except as disclosed in the Palladium Public Documents or as would not reasonably be expected to have a Material Adverse Effect on Palladium, no person has any interest in the Palladium Assets or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(c) Except as disclosed in the Palladium Public Documents or as would not reasonably be expected to have a Material Adverse Effect on Palladium, there are no earn-in rights, rights of first refusal, royalty rights, back-in rights or similar provisions which would materially affect the Palladium Assets.
(d) There are no restrictions on the ability of Palladium to use, transfer or exploit the Palladium Assets except pursuant to applicable Laws in the normal course.
(e) Palladium has not received any notice, whether written or oral, from any Governmental Authority either: (i) of any revocation or intention to revoke Palladium’s interest in the Palladium Assets; or (ii) relating to any limitation or prohibition on mineral exploration, development or other mining activities in relation to the Palladium Assets.
(f) The Palladium Assets are in good standing under applicable Law and all work required to be performed has been performed and all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(g) There is no Law or regulation limiting or prohibiting Palladium from carrying on any mineral exploration, development or other mining activities in relation to the Palladium Assets.
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(h) There are no adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of Palladium, that are pending or threatened, affecting or which could affect the title to or right to explore or develop the Palladium Assets, including the title to or ownership by Palladium of any of the foregoing, which might involve the possibility of any judgement or liability affecting the Palladium Assets.
(i) Palladium is in full compliance with all applicable Canadian Securities Laws in all material respects and is not aware of any changes to any applicable Laws which would have a Material Adverse Effect on Palladium, taken as a whole.

ARTICLE 5 COVENANTS OF METALCORP

From and after the date hereof and until the Effective Date (except as hereinafter otherwise provided), unless Palladium shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:

5.1 Interim Order

As soon as reasonably practicable, MetalCorp shall file, proceed with and diligently prosecute an application to the Court for the Interim Order in accordance with Section 2.2(a).

5.2 MetalCorp Meeting and Circular

MetalCorp shall:

(a) in a timely and expeditious manner carry out such terms of the Interim Order as are required under the terms thereof to be carried out by MetalCorp;
(b) as promptly as practicable after the execution of this Agreement, prepare, in compliance with the Interim Order and in consultation with Palladium, the MetalCorp Circular (which shall be in a form satisfactory to each of the Parties and their respective legal counsel, acting reasonably), together with any other documents required by applicable Laws in connection with the MetalCorp Meeting, which shall contain all information required by, and shall otherwise comply with, all applicable Laws, including all applicable corporate Laws and Applicable Securities Laws (including MI 61-101). The MetalCorp Circular and the other documents referred to above shall provide MetalCorp Shareholders with information in sufficient detail to permit them to form a reasoned judgment with respect to the matters placed before them at the MetalCorp Meeting, and shall not contain any misrepresentation (as defined under Applicable Securities Laws) with respect thereto, other than with respect to any information relating to and provided by Palladium for inclusion in the MetalCorp Circular which neither MetalCorp nor its directors or officers assume any responsibility or liability for the accuracy and completeness of;
(c) as promptly as practicable after obtaining the Interim Order, cause the MetalCorp Circular and all other related materials for the MetalCorp Meeting to be mailed to MetalCorp Shareholders and any other Persons required by the Interim Order and in accordance with all applicable Laws and file with the Canadian Securities Administrators the MetalCorp Circular and all other related materials for the MetalCorp Meeting, and if necessary in order to comply with Applicable Securities Laws, after the MetalCorp Circular shall have been
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so mailed, promptly circulate amended, supplemental or supplemented proxy materials, and, if required in connection therewith, re-solicit proxies;

(d) MetalCorp shall:
(i) (A) take all commercially reasonable lawful action to solicit proxies in favour of the Arrangement Resolution including if requested and as agreed to by Palladium, acting reasonably, retaining a proxy solicitation agent for such purpose at the sole expense of Palladium; (B) take all commercially reasonable actions to seek the approval of the Arrangement Resolution by MetalCorp Shareholders; (C) include the unanimous recommendation of the MetalCorp Board to vote in favour of the Arrangement Resolution in the MetalCorp Circular and include in the MetalCorp Circular a statement that each director and executive officer of MetalCorp, in such officer’s or director’s capacity as a MetalCorp Shareholder, intends to vote all of such Person’s MetalCorp Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the MetalCorp Lock Up Agreements; and (D) not: (X) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Palladium, or fail to reaffirm its recommendation of the Arrangement within five Business Days (and in any case prior to the MetalCorp Meeting) after having been requested in writing by Palladium to do so, the approval or recommendation of the MetalCorp Board, or any committee thereof, of this Agreement or the Arrangement; or (Y) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until the earlier of: (I) five Business Days following the public announcement of such Acquisition Proposal; or (II) one Business Day prior to the MetalCorp Meeting shall not be considered an adverse modification) (either (X) or (Y) being a “Change in MetalCorp Recommendation”), in either case except as expressly permitted by Article 9;
(ii) promptly notify Palladium if at any time before the Effective Date MetalCorp becomes aware that: (A) the MetalCorp Circular contains a misrepresentation (as defined under Applicable Securities Laws); or (B) an amendment or supplement to the MetalCorp Circular is required, and the Parties shall cooperate in the preparation of any amendment or supplement;
(iii) convene and conduct the MetalCorp Meeting in accordance with the articles and by-laws of MetalCorp, the Interim Order and applicable Laws as soon as reasonably practicable and in any event no later than April 24, 2023, (or such later date permitted by Section 5.4 or 9.1(h) or mutually agreed by the parties);
(iv) not propose or submit for consideration at the MetalCorp Meeting any special business other than the Arrangement Resolution, without the prior written consent of Palladium (which consent shall not be unreasonably withheld, conditioned or delayed); and
(v) provide notice to Palladium of the MetalCorp Meeting and all steps in the application before the Court and allow representatives of Palladium to attend the MetalCorp Meeting; and
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(e) take all such actions as may be required under the Interim Order or applicable Laws, including the rules of the TSXV, in connection with the Arrangement and any other transactions contemplated by this Agreement.

5.3 Status of Voting

MetalCorp shall use its reasonable best efforts to advise Palladium, upon request by Palladium, and in any event at least on a daily basis on each of the ten Business Days prior to the date of the MetalCorp Meeting, as to the aggregate tally of the proxies received by MetalCorp in respect of the Arrangement Resolution.

5.4 Adjournment

Subject to the terms of this Agreement, MetalCorp shall not adjourn, postpone or cancel the MetalCorp Meeting (or propose to do so), except: (a) if a quorum is not present at the MetalCorp Meeting; (b) if required by applicable Laws or a ruling, order or decree of a court having jurisdiction, any Governmental Authority; or (c) if otherwise agreed to by Palladium in writing.

5.5 Dissent Rights

MetalCorp shall provide Palladium with copies of any purported exercise of the MetalCorp Dissent Rights and all written communications with any MetalCorp Shareholder purportedly exercising such MetalCorp Dissent Rights, and shall not settle or compromise any MetalCorp Dissent Rights or any other legal action brought by any present, former or purported MetalCorp Shareholder in connection with the Arrangement and any other transactions contemplated by this Agreement, without the prior written consent of Palladium, which consent shall not be unreasonably withheld or delayed.

5.6 Amendments to MetalCorp Circular

In a timely manner and subject to providing Palladium with a reasonable opportunity to comment thereon, MetalCorp shall, with the assistance of Palladium, prepare and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the MetalCorp Circular (which amendments or supplements shall be in a form acceptable to Palladium and MetalCorp, each acting reasonably) with respect to the MetalCorp Meeting and mail such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to all MetalCorp Shareholders and other Persons required by the Interim Order to be sent such amendments and supplements to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

5.7 Final Order

Subject to the approval of the Arrangement Resolution in accordance with the provisions of the Interim Order and as required by applicable Laws, MetalCorp shall forthwith file, proceed with and diligently prosecute an application for the Final Order, which application shall be in form and substance satisfactory to Palladium, acting reasonably.

5.8 Compliance with Orders

MetalCorp shall forthwith carry out the terms of the Interim Order and the Final Order.

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5.9 Copy of Documents

MetalCorp shall furnish promptly to Palladium a copy of each notice, report, schedule or other document or communication delivered, filed or received by MetalCorp in connection with this Agreement, the Arrangement, the MetalCorp Meeting or any other meeting at which MetalCorp Shareholders are entitled to attend and vote relating to special business, any filings made under any applicable Laws and any dealings or communications with any Governmental Authority in connection with, or in any way affecting, the Arrangement and any other transactions contemplated by this Agreement.

5.10 Access

MetalCorp shall permit:

(a) Palladium and its Representatives to have reasonable access at reasonable times to all properties, books, accounts, records, Contracts, files, correspondence, tax records, and documents of or relating to MetalCorp, including auditors’ working papers and management letters and to discuss such matters with the executive officers of MetalCorp; MetalCorp shall make available to Palladium and its Representatives a copy of each report or document filed pursuant to Canadian Securities Laws and all other information concerning its business and properties in its possession or under its control as Palladium may reasonably request; and
(b) Palladium to conduct, or cause its agents to conduct, such reasonable reviews, inspections, surveys, tests, and investigations of the assets of MetalCorp as they deem necessary or advisable, provided such reviews are conducted at reasonable times and in a reasonable manner.

5.11 Ordinary Course

MetalCorp shall conduct business only in the ordinary course consistent with past practice. MetalCorp shall not:

(a) amend its articles or by-laws, except as contemplated by the Arrangement and this Agreement, and except as contemplated in the management information circular of MetalCorp sent to MetalCorp Shareholders with respect to the MetalCorp AGM;
(b) subdivide, split, combine, consolidate, or reclassify any of its outstanding shares of capital stock;
(c) issue or agree to issue any securities except pursuant to the exercise of currently outstanding MetalCorp Options or to satisfy the Additional MetalCorp Share Obligations;
(d) declare, set aside or pay any dividend or make any other distribution payable in cash, shares, stock, securities or property with respect to any of its shares of capital stock other than consistent with past practice;
(e) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its capital stock or any securities convertible into or exchangeable or exercisable into any of its capital stock;
(f) incur, guarantee, assume or modify any additional indebtedness for borrowed money;
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(g) other than pursuant to obligations or rights under existing written Contracts, agreements and commitments, sell, lease or otherwise dispose of any MetalCorp Assets or enter into any agreement or commitment in respect of any of the foregoing;
(h) amend or propose to amend the rights, privileges and restrictions attaching to the MetalCorp Shares or any of the terms of MetalCorp Options as they exist at the date of this Agreement, or reduce its stated capital, provided that the MetalCorp Stock Option Plan may be amended as contemplated in the management information circular of MetalCorp sent to MetalCorp Shareholders with respect to the MetalCorp AGM;
(i) except as contemplated by the Arrangement and this Agreement, reorganize, amalgamate or merge with another Person;
(j) acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity or material assets;
(k) except as referred to herein or contemplated by the Arrangement and this Agreement, enter into any agreements outside of the ordinary course with its directors or officers or their respective Affiliates;
(l) except as required by IFRS, any other generally accepted accounting principles to which MetalCorp may be subject, or any applicable Law, make any changes to the existing accounting practices of MetalCorp or make any material tax election inconsistent with past practice;
(m) enter into, without prior consultation with and consent of Palladium, new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (i) expenditures required by Law; (ii) expenditures made in connection with transactions contemplated in this Agreement; or (iii) expenditures required to prevent the occurrence of a Material Adverse Effect (Palladium acknowledging that MetalCorp intends to amend the Share Loan Agreements to provide for interest charges thereon with the prior consultation and consent of Palladium acting reasonably); and
(n) except as referred to herein or required by the Arrangement and this Agreement, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of MetalCorp.

5.12 Insurance

MetalCorp shall ensure that all property, real and personal, owned or leased by MetalCorp continues to be insured substantially in the manner and to the extent they are currently insured.

5.13 Closing Conditions

Subject to the terms of this Agreement, MetalCorp shall use commercially reasonable efforts, to the extent that the same are within its control, to take or cause to be taken all actions and do or cause to be done all

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things necessary, proper or advisable under all applicable Laws to complete the Arrangement and other transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(a) cause all of the conditions under this Agreement to be satisfied on or prior to the Effective Date (to the extent the satisfaction of such conditions is within the control of MetalCorp);
(b) obtain any necessary approvals of the TSXV and/or other securities regulatory authorities;
(c) obtain the approval of the MetalCorp Shareholders to the Arrangement in accordance with the provisions of the OBCA, the Interim Order, the requirements of any Governmental Authority, and the policies and procedures of the TSXV;
(d) obtain all consents, approvals and authorizations as are required to be obtained by MetalCorp under any applicable Law or from any Governmental Authority that would, if not obtained, materially impede the completion of the Arrangement or any other transactions contemplated by this Agreement or have a Material Adverse Effect on MetalCorp;
(e) make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the Arrangement or any other transactions contemplated by this Agreement and take all reasonable action necessary to be in compliance with such Laws, including any filings, reports, documents or applications as may reasonably be required to be filed by Palladium;
(f) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting the Arrangement or any other transactions contemplated by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to complete, the Arrangement or any other transactions contemplated by this Agreement;
(g) fulfill all conditions required to be fulfilled or satisfied by MetalCorp; and
(h) cooperate with Palladium in connection with the performance by it of its obligations under this Agreement.

5.14 Withholding Taxes regarding MetalCorp Directors’ Compensation

Prior to the Effective Date, MetalCorp shall remit to the Receiver General for Canada (and any other applicable Governmental Authority) all required withholding Taxes (including Canada Pension Plan amounts) in respect of the MetalCorp Directors’ Compensation as contemplated in Section 2.9(b).

ARTICLE 6 COVENANTS OF PALLADIUM

From and after the date hereof and until the Effective Date (except as hereinafter otherwise provided), unless MetalCorp shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned:

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6.1 Proceedings

In a timely and expeditious manner, Palladium shall take all such actions and do all such acts and things as are specified in the Interim Order, the Plan of Arrangement and the Final Order to be taken or done by Palladium.

6.2 Information for MetalCorp Circular

In a timely manner, Palladium shall provide to MetalCorp all information with respect to Palladium as may be reasonably requested by MetalCorp for the purposes of preparing the MetalCorp Circular or any amendment or supplement thereto. Palladium shall ensure that no such information will contain a misrepresentation (as defined under Applicable Securities Laws).

6.3 Stock Exchange Listing

Palladium shall use all commercially reasonable best efforts to obtain the approval of the TSXV of the listing on the TSXV of the Palladium Shares issuable to holders of MetalCorp Shares and the Palladium Shares issuable pursuant to exercises of Replacement Palladium Options after the Effective Time.

6.4 Hemlo East

Palladium acknowledges the terms and conditions of the agreement dated November 20, 2020 between MetalCorp and Barrick Gold Inc. in respect of the Hemlo East Property.

6.5 Closing Conditions

Subject to the terms of this Agreement, Palladium shall use commercially reasonable efforts, to the extent that the same is within its control, to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under all applicable Laws to complete the Arrangement and other transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(a) cause all of the conditions under this Agreement to be satisfied on or prior to the Effective Date (to the extent the satisfaction of such conditions is within the control of the Palladium Group);
(b) obtain all consents, approvals and authorizations as are required to be obtained by Palladium under any applicable Law or from any Governmental Authority that would, if not obtained, materially impede the completion of the Arrangement or any other transactions contemplated by this Agreement or have a Material Adverse Effect on Palladium;
(c) make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the Arrangement or any other transactions contemplated by this Agreement and take all reasonable action necessary to be in compliance with such Laws, including any filings, reports, documents or applications as may be required to be filed by MetalCorp;
(d) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting the Arrangement or any other transactions contemplated by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties
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hereto to complete, the Arrangement or any other transactions contemplated by this Agreement; and

(e) cooperate with MetalCorp in connection with the performance by it of its obligations under this Agreement.

6.6 Ordinary Course

Palladium shall conduct business only in the ordinary course consistent with past practice. Palladium shall not:

(a) amend its articles or by-laws;
(b) subdivide, split, combine, consolidate, or reclassify any of its outstanding shares of capital stock;
(c) declare, set aside or pay any dividend or make any other distribution payable in cash, shares, stock, securities or property with respect to any of its shares of capital stock other than consistent with past practice;
(d) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its capital stock or any securities convertible into or exchangeable or exercisable into any of its capital stock;
(e) other than pursuant to obligations or rights under existing written Contracts, agreements and commitments, sell, lease or otherwise dispose of any Palladium Assets or enter into any agreement or commitment in respect of any of the foregoing;
(f) amend or propose to amend the rights, privileges and restrictions attaching to the Palladium Shares or any of the terms of Palladium Options or Palladium RSUs as they exist at the date of this Agreement, or reduce its stated capital;
(g) except as contemplated by the Arrangement and this Agreement, reorganize, amalgamate or merge with another Person;
(h) except as contemplated by the Arrangement and this Agreement, enter into any agreements outside of the ordinary course with its directors or officers or their respective Affiliates;
(i) except as required by IFRS, any other generally accepted accounting principles to which Palladium may be subject, or any applicable Law, make any changes to the existing accounting practices of Palladium or make any material tax election inconsistent with past practice; and
(j) enter into, without prior notice to MetalCorp, new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (i) expenditures required by Law; (ii) expenditures made in connection with transactions contemplated in this Agreement; or (iii) expenditures required to prevent the occurrence of a Material Adverse Effect.
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ARTICLE 7 OTHER COVENANTS OF THE PARTIES

7.1 Consents and Notices

Promptly after the date hereof and, if necessary, for a reasonable time after the Effective Date:

(a) The Parties shall use all reasonable efforts and shall cooperate with each other to obtain all consents, waivers, approvals, and authorizations, in addition to those set forth in clause (b) below, which may be necessary to effect the Arrangement including, without limitation, obtaining those consents, waivers, approvals, and authorizations described in Section 3.3 hereof and Section 4.2 hereof and, in doing so, keep the other Party reasonably informed as to the status of the proceedings related to obtaining those consents, waivers, approvals, and authorizations, and shall provide copies of such documents to the other Party.
(b) Each of MetalCorp and Palladium will promptly execute and file, or join in the execution and filing of, any application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority which may be reasonably required, or which any other Party may reasonably request in connection with the consummation of the transactions contemplated by this Agreement and, in doing so, keep the other Party reasonably informed as to the status of the proceedings related to obtaining any such authorization, approval or consent, and shall provide copies of such documents to the other Party. Each of MetalCorp and Palladium will use all commercially reasonable efforts to obtain promptly all such authorizations, approvals and consents.
(c) Each of MetalCorp and Palladium will promptly provide the other Party with notice in writing of a Material Adverse Change or Material Adverse Effect as it relates to such Party.

7.2 Refrain from Certain Actions

No Party shall take any action, refrain from taking any action (subject to commercially reasonable efforts) or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would or could reasonably be expected to materially impede the completion of the transactions contemplated hereby or which would or could reasonably be expected to have a Material Adverse Effect on such Party.

7.3 Indemnity

Each Party (the “ First Party ”) shall indemnify and hold harmless the other Party hereto (and such other Party’s respective directors, officers and Representatives) (collectively, the “ Non-Offending Persons ”) from and against all claims, damages, liabilities, actions or demands to which the Non-Offending Persons may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the information supplied by the First Party and contained in a circular having contained a misrepresentation. Each Party shall obtain and hold the rights and benefits (but not the obligations) of this Section 7.3 in trust for and on behalf of such Party’s directors, officers and Representatives.

7.4 Defense of Proceedings

Subject to the terms of this Agreement, Palladium and MetalCorp shall vigorously defend, or shall cause to be vigorously defended, any lawsuits or other legal proceedings brought against Palladium, MetalCorp or any Palladium Group Member, or their respective officers, directors or shareholders, challenging this

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Agreement or the completion of the Arrangement, and the Parties shall cooperate with each other in all respects in such defense. Neither Palladium nor MetalCorp shall compromise or settle any claim brought in connection with the Arrangement, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed.

7.5 MetalCorp Consulting Agreements to Stay in Place

Palladium acknowledges that each of the directors and officers of MetalCorp has entered into a consulting agreement with MetalCorp. Palladium covenants and agrees that (a) such consulting agreements are not terminable prior to the end of their respective terms, and (b) Palladium shall not terminate, or cause the termination through MetalCorp or otherwise, any of these consulting agreements prior to the end of their term. This Section 7.5 shall survive the completion of the Arrangement.

7.6 Resignation and Release of MetalCorp Officers and Directors

Following completion of the transfer of MetalCorp Shares in exchange for Palladium Shares and completion of the exchange of MetalCorp Options for Replacement Palladium Options in accordance with the Plan of Arrangement, (i) all of the officers and directors of MetalCorp shall be given full and final releases on terms satisfactory to the MetalCorp Board, following which (ii) all of the officers and directors of MetalCorp shall resign and be replaced by nominees of Palladium.

7.7 Insurance

Palladium shall ensure that on, and for a period of not less than five (5) years following, completion of the Arrangement, Palladium continues to maintain directors’ and officers’ liability insurance coverage and that such insurance coverage extends to and covers MetalCorp’s officers and directors as former officers and directors of a subsidiary or successor of a subsidiary of Palladium and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date. This Section 7.7 shall survive the completion of the Arrangement.

ARTICLE 8 CONDITIONS

8.1 Mutual Conditions Precedent

The obligations of Palladium and MetalCorp to complete the Arrangement are subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived only with the consent in writing of Palladium and MetalCorp:

(a) All consents, waivers, permits, exemptions, orders and approvals required to permit the completion of the Arrangement, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on MetalCorp or Palladium or materially impede the completion of the Arrangement, shall have been obtained.
(b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Arrangement shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect.
(c) The Interim Order shall have been granted on terms consistent with this Agreement and otherwise in form and substance satisfactory to each of the Parties, acting reasonably, and
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shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise.

(d) The MetalCorp Shareholder Approval shall have been obtained in accordance with applicable Law and the Interim Order.
(e) The Final Order shall have been granted on terms consistent with this Agreement and otherwise in form and substance satisfactory to each of the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise.
(f) The Palladium Shares to be issued pursuant to the Arrangement, and the Palladium Shares to be issued pursuant to exercise of Replacement Palladium Options, shall have been conditionally approved for listing on the TSXV, subject to standard listing conditions.
(g) On the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Palladium Shares or the MetalCorp Shares shall be in effect.
(h) There shall not be pending or threatened any suit, action or proceeding by any Governmental Authority, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Arrangement or any of the other transactions contemplated by this Agreement or seeking to obtain from Palladium or MetalCorp any damages that are material in relation to MetalCorp or the Palladium Group.
(i) Evidence of insurance policies as contemplated by Section 6.4 (regarding the current year) shall have been provided to the Parties.
(j) This Agreement shall not have been terminated in accordance with its terms.

8.2 Conditions Precedent to Obligations of Palladium

The obligation of Palladium to complete the Arrangement is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by Palladium:

(a) The representations and warranties of MetalCorp set forth in Article 3 qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date of this Agreement and on the Effective Date as if made on the Effective Date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in all material respects as of such date; and Palladium shall have received a certificate signed on behalf of MetalCorp by an executive officer thereof (on behalf of MetalCorp and not in such officer’s personal capacity) to such effect dated as of the Effective Date.
(b) MetalCorp shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or on the Effective Date and Palladium shall have received a certificate signed on behalf of MetalCorp by an executive officer thereof (on behalf of MetalCorp and not in such officer’s personal capacity) to such effect dated as of the Effective Date.
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(c) There shall not have occurred any Material Adverse Change in MetalCorp since the date of this Agreement.
(d) MetalCorp Dissent Rights shall have been exercised in respect of no more than 5% of the issued and outstanding MetalCorp Shares.
(e) Palladium shall have received the MetalCorp Lock Up Agreements and such agreements shall not have been terminated or otherwise breached in any material manner by any of the MetalCorp Shareholders, such that as a result of such breach or termination the Arrangement Resolution is not passed at the MetalCorp Meeting.
(f) All authorizations, approvals and consents described on Schedule "D" shall have been obtained.
(g) Other than as disclosed in the MetalCorp Public Documents and the MetalCorp Disclosure, neither MetalCorp nor any of its Affiliates shall have any liabilities, debts, or payables immediately prior to the Effective Time, other than payables and liabilities incurred in the ordinary course of business or in connection with the Arrangement.
(h) As shown on current and estimated expenses projected to April 30, 2023 disclosed in a spreadsheet (the “ Spreadsheet ”) sent by email by MetalCorp’s CEO to Palladium’s CEO on February 28, 2023, the aggregate amount of cash, cash equivalents, marketable securities, HST receivable, less accounts payable of MetalCorp as at the Effective Date shall be approximately $1,825,000, subject to (i) variations in the value of marketable securities, (ii) variations in the actual amounts of expenses incurred compared to such estimates, (iii) other expenses, if any, incurred in the ordinary course of business, and (iv) such amount, if any, as may result from any events contemplated by Section 9.2.
(i) Excluding (i) the MetalCorp Directors’ Compensation, (ii) any remittance obligations pursuant to Section 2.9, (iii) any securities regulatory fees or expenses, (iv) interest payable pursuant to the Share Loan Agreements, (v) expenses incurred in connection with this Agreement and the MetalCorp AGM, and (vi) other expenses and obligations detailed in the Spreadsheet, since the date of this Agreement the aggregate amount of additional indebtedness, obligations, or liabilities (contingent or otherwise) that MetalCorp has incurred, guaranteed, or assumed shall not exceed $20,000 without the prior written consent of Palladium, which consent shall not be unreasonably withheld, conditioned or delayed.
(j) Other than as disclosed in Schedule 3.6(e) of the MetalCorp Disclosure Letter, the completion of the Arrangement shall not trigger change of control, buy-out, golden parachute, bonus, or similar termination payments (including any double trigger provisions), other than non-material excess amounts that are consented to by Palladium in writing, such consent not to be unreasonably withheld.
(k) MetalCorp Shares shall have been issued (and conditionally approved for listing by the TSXV) in full settlement and satisfaction of all Additional MetalCorp Share Obligations with no obligations remaining thereunder, and for greater certainty:
(i) all but not more than 5,000,000 MetalCorp Compensation Shares shall have been issued to the current directors of MetalCorp,
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(ii) all but not more than 3,809,610 MetalCorp Shares shall have been issued to the Share Lenders in satisfaction of MetalCorp’s obligations under the Share Loan Agreements, and
(iii) all but not more than 80,000 CFO Services Consideration Shares shall have been issued in full payment and settlement of unpaid consideration for the services of MetalCorp’s Chief Financial Officer in the amount of $4,000.

8.3 Conditions Precedent to Obligations of MetalCorp

The obligation of MetalCorp to complete the Arrangement is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by MetalCorp:

(a) The representations and warranties of Palladium set forth in Article 4 qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date hereof and on the Effective Date as if made on the Effective Date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in all material respects as of such date, and MetalCorp shall have received certificates signed on behalf of Palladium by an executive officer thereof (on behalf of Palladium and not in such officer’s personal capacity) to such effect dated as of the Effective Date.
(b) Palladium shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Palladium prior to or on the Effective Date and MetalCorp shall have received certificates signed on behalf of Palladium by an executive officer thereof (on behalf of Palladium and not in such officer’s personal capacity) to such effect dated as of the Effective Date.
(c) There shall not have occurred any Material Adverse Change in Palladium since the date of this Agreement.
(d) All authorizations, approvals and consents described on Schedule "D" shall have been obtained.
(e) Other than as disclosed in the Palladium Public Documents, neither Palladium nor any of its Affiliates shall have any liabilities, debts, or payables immediately prior to the Effective Time, other than payables and liabilities incurred in the ordinary course of business or in connection with the Arrangement.
(f) MetalCorp Shares shall have been issued (and conditionally approved for listing by the TSXV) in full settlement and satisfaction of all Additional MetalCorp Share Obligations with no obligations remaining thereunder, and for greater certainty:
(i) all but not more than 5,000,000 MetalCorp Compensation Shares shall have been issued to the current directors of MetalCorp,
(ii) all but not more than 3,809,610 MetalCorp Shares shall have been issued to the Share Lenders in satisfaction of MetalCorp’s obligations under the Share Loan Agreements, and
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(iii) all but not more than 80,000 CFO Services Consideration Shares shall have been issued in full payment and settlement of unpaid consideration for the services of MetalCorp’s Chief Financial Officer in the amount of $4,000.

8.4 Notice and Cure Provisions

(a) Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or
(ii) result in the failure to comply with or satisfy any obligation, covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time.
(b) No Party may elect not to complete the Arrangement or any other transactions contemplated by this Agreement pursuant to the conditions set forth herein or exercise any termination right arising therefrom, unless the Party intending to rely thereon has delivered a written notice to the other Party promptly and in any event prior to the Effective Time specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the nonfulfilment of the applicable condition or the exercise of the termination right, as the case may be. If any such notice is delivered by a Party, and the other Party is proceeding diligently to cure such matter and such matter is capable of being cured, the Party delivering such notice may not terminate this Agreement, other than pursuant to Sections 10.2(a)(iii)(A), 10.2(a)(iii)(B), 10.2(a)(iii)(E), or 10.2(a)(iv)(B) until the expiration of a period ending the earlier of: (i) 15 Business Days from the date of receipt of such notice, if such matter has not been cured by such date; and (ii) the Outside Date. If such notice has been delivered prior to the date of the MetalCorp Meeting, the MetalCorp Meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such aforementioned period (without causing any breach of any other provision contained herein), provided such period does not extend beyond the Outside Date.

ARTICLE 9

NON-SOLICITATION, RIGHT TO MATCH, TERMINATION FEES AND EXPENSES

9.1 Non-Solicitation

(a) On and after the date hereof, except as otherwise provided in this Article 9, MetalCorp shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of MetalCorp (collectively, the “ MetalCorp Representatives ”) or any other Person:
(i) make, solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing information relating to MetalCorp, the MetalCorp Assets, or its books and records, permitting any visit to any facilities or properties of MetalCorp or entering into any form of written or oral agreement, arrangement
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or understanding) any inquiries, proposals or offers regarding an Acquisition Proposal;

(ii) engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co‐operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to make or complete any Acquisition Proposal, provided that, for greater certainty, MetalCorp may: (A) advise any Person requesting access to information in respect of MetalCorp that such access cannot be provided except in accordance with this Agreement; or (B) advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the MetalCorp Board has so determined;
(iii) make or propose to make a Change in MetalCorp Recommendation;
(iv) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement, understanding or undertaking related to any Acquisition Proposal (other than a Third Party Confidentiality Agreement permitted by Section 9.1(f)); or
(v) make any public announcement or take any other action inconsistent with, or that would reasonably be likely to be regarded as detracting from, the recommendation of the MetalCorp Board to approve the transactions contemplated herein.
(b) MetalCorp shall, and shall cause the MetalCorp Representatives to, immediately cease and terminate any existing solicitation, discussion or negotiation with any Person (other than Palladium) with respect to any potential Acquisition Proposal (or any matter that could reasonably be expected to lead thereto), whether or not initiated by MetalCorp or any of the MetalCorp Representatives, and, in connection therewith, MetalCorp will immediately discontinue access to any data rooms (virtual or otherwise).
(c) MetalCorp shall not waive, release any Person from, or fail to enforce on a timely basis, any obligation under any confidentiality agreement or standstill agreement or amend any such agreement and MetalCorp confirms that it has not done any of the foregoing prior to the date hereof.
(d) MetalCorp shall immediately request the return or destruction of all information provided to any Persons who have entered into a confidentiality agreement with MetalCorp relating to any potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of such confidentiality agreements, and has provided copies of such correspondence relating to same to Palladium. MetalCorp shall immediately advise Palladium, at first orally and then in writing, of any response or action (actual, anticipated, contemplated or threatened) by any such Person which could reasonably be expected to hinder, prevent or delay or otherwise adversely affect the completion of the Arrangement and any other transactions contemplated by this Agreement.
(e) From and after the date of this Agreement, MetalCorp shall promptly (and in any event within 24 hours after it has received any proposal, inquiry, offer or request) notify Palladium, at first orally and then in writing, of: (i) any proposal, inquiry, offer or request (or any amendment thereto) relating to or constituting an Acquisition Proposal; or (ii) any
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request for discussions or negotiations relating to, or which could reasonably lead to, an Acquisition Proposal, and/or any request for information relating to MetalCorp or for access to books and records or a list of the MetalCorp Shareholders of which MetalCorp or any of the MetalCorp Representatives are or become aware, or any amendments to the foregoing relating to an Acquisition Proposal or a potential Acquisition Proposal. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer, request or communication (including any amendment thereto) that relates to or could reasonably be expected to lead to an Acquisition Proposal and shall include copies of any such proposal, inquiry, offer, request or communication or any amendment thereto. MetalCorp shall also provide such other details of the proposal, inquiry, offer, request or communication, or any amendment to the foregoing, as Palladium may reasonably request. MetalCorp shall keep Palladium promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer, request or communication or any amendment thereto, and will respond promptly to all inquiries by Palladium with respect thereto.

(f) Notwithstanding Section 9.1(a) or any other provision of this Agreement, if at any time following the date of this Agreement: (i) MetalCorp receives a bona fide Acquisition Proposal that was not solicited after entering into this Agreement in breach of Section 9.1(a) or an Acquisition Proposal is made to MetalCorp Shareholders; and (ii) in the opinion of the MetalCorp Board, acting in good faith, the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal and failure to take such action would be inconsistent with its fiduciary duties under applicable Law, then MetalCorp may: (A) furnish information with respect to MetalCorp to the Person(s) making such Acquisition Proposal; and/or (B) consider such Acquisition Proposal and/or participate and/or engage in discussions or negotiations with the Person(s) making such Acquisition Proposal; provided that MetalCorp shall not and shall not permit the MetalCorp Representatives or any other Person to disclose any non-public information with respect to MetalCorp to such Person(s) unless such Person(s) have entered into a confidentiality agreement (the “ Third Party Confidentiality Agreement ”) substantially in the form and on the terms of the confidentiality agreement entered into with Palladium (the “ Confidentiality Agreement ”), including, for greater certainty, covenants on terms no more favourable to such Person(s) than the equivalent terms of the Confidentiality Agreement and provided further that MetalCorp sends a copy of any such Third Party Confidentiality Agreement to Palladium promptly upon its execution and Palladium is provided with a list of, or copies of, the information provided to such Person and Palladium is immediately provided with access to the same information which was provided by MetalCorp to such Person.
(g) MetalCorp shall ensure that the MetalCorp Representatives are aware of the provisions of Section 9.1 and MetalCorp shall be responsible for any breach of Section 9.1 by such MetalCorp Representatives.
(h) Where at any time before the MetalCorp Meeting, MetalCorp has provided Palladium with a notice under Section 9.1(e), an Acquisition Proposal has been publicly disclosed or announced, and the Right to Match Period has not elapsed or Palladium has delivered a Meeting Notice in accordance with Section 9.2(c), then, subject to applicable Laws, MetalCorp, at Palladium’s request, shall postpone or adjourn the MetalCorp Meeting to a date acceptable to Palladium, acting reasonably, which shall not be less than five and not more than ten Business Days after the scheduled date of the MetalCorp Meeting and shall, in the event that Palladium and MetalCorp amend the terms of this Agreement pursuant to
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Section 9.2(a), ensure that the details of such amended Agreement are communicated to the MetalCorp Shareholders prior to the adjourned or postponed MetalCorp Meeting.

(i) MetalCorp shall not accept, approve or recommend, or enter into any agreement, understanding or arrangement (other than a Third Party Confidentiality Agreement contemplated by Section 9.1(f)) relating to an Acquisition Proposal, or effect or permit a Change in MetalCorp Recommendation, unless:
(i) pursuant to the fiduciary duties of the MetalCorp Board, the MetalCorp Board determines in good faith that the Acquisition Proposal constitutes a Superior Proposal;
(ii) MetalCorp has complied with the provisions of this Section 9.1;
(iii) MetalCorp has provided Palladium with notice in writing (the “ First Superior Proposal Notice ”) that there is a Superior Proposal, together with all documentation related to and detailing the Superior Proposal (including a copy of the Third Party Confidentiality Agreement, or any confidentiality agreement previously entered into by MetalCorp and the Person making the Superior Proposal if not previously delivered), at least ten Business Days prior to the date on which the MetalCorp Board, proposes to accept, approve, recommend, or to enter into any agreement relating to, such Superior Proposal;
(iv) ten Business Days shall have elapsed from the date Palladium received the First Superior Proposal Notice and documentation referred to in Section 9.1(i)(iii) from MetalCorp in respect of the Acquisition Proposal and, if Palladium has proposed to amend the terms of the Arrangement in accordance with Section 9.2, the MetalCorp Board shall have unanimously determined, in good faith that the Acquisition Proposal constitutes a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Palladium;
(v) whether or not Palladium has exercised its Right to Match pursuant to Section 9.2(a), either: (A) the five Business Day period referred to in Section 9.2(c) shall have elapsed and Palladium shall not have delivered a Meeting Notice in accordance with the requirements of Section 9.2(c); or (B) the Arrangement Resolution shall have failed to obtain the MetalCorp Shareholder Approval at the MetalCorp Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; and
(vi) MetalCorp concurrently terminates this Agreement pursuant to Section 10.2(a)(iv)(A).

9.2 Right to Match; Meeting Notice

(a) MetalCorp acknowledges and agrees that, during the ten Business Day periods referred to in Sections 9.1(i)(iii) and 9.1(i)(iv) or such longer period as MetalCorp may approve for such purpose, Palladium shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement and MetalCorp shall co‐operate with Palladium with respect thereto, including negotiating in good faith with Palladium to enable Palladium to make such adjustments to the terms and conditions of this Agreement and the Arrangement as Palladium deems appropriate and as would enable Palladium to
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proceed with the Arrangement on such adjusted terms (the “ Right to Match ”). The MetalCorp Board shall review any proposal by Palladium to amend the terms of the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Section 9.1, whether Palladium’s proposal to amend the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Arrangement.

(b) After considering any proposal by Palladium to amend the terms of the Arrangement, if the MetalCorp Board has made a determination, in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement with Palladium, then, within 24 hours after the MetalCorp Board has made such determination, MetalCorp shall provide notice of such determination (the “ Second Superior Proposal Notice ”) to Palladium.
(c) MetalCorp acknowledges and agrees that, during the five Business Day period following the date on which Palladium received a First Superior Proposal Notice or a Second Superior Proposal Notice from MetalCorp in respect of the Acquisition Proposal or such longer period as MetalCorp may approve for such purpose, Palladium shall have the opportunity, but not the obligation, to provide a notice (a “ Meeting Notice ”) to MetalCorp confirming that, until no earlier than the conclusion of the MetalCorp Meeting, Palladium is requiring MetalCorp to continue to comply with its obligations under this Agreement, including its obligations to continue to convene and conduct the MetalCorp Meeting. For greater certainty, nothing in this Section 9.2(c) shall diminish or otherwise affect Palladium’s Right to Match pursuant to Section 9.2(a), nor shall this Section 9.2(c) diminish or otherwise affect MetalCorp’s other obligations under this Agreement.
(d) The MetalCorp Board shall promptly reaffirm its recommendation of the Arrangement by press release after: (i) the MetalCorp Board determines any publicly-announced Acquisition Proposal is not a Superior Proposal; or (ii) the MetalCorp Board determines that a proposed amendment by Palladium to the terms of the Arrangement would result in any Acquisition Proposal which has been publicly announced not being a Superior Proposal, and Palladium and MetalCorp have so amended the terms of the Arrangement. Palladium and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by MetalCorp, acting reasonably.
(e) Nothing in this Agreement shall prevent the MetalCorp Board from responding as required by Applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the MetalCorp Board from making any disclosure to the MetalCorp Shareholders if the MetalCorp Board, acting in good faith, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the MetalCorp Board and provided further that such disclosure is otherwise in accordance with the terms of this Agreement. Palladium and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by MetalCorp, acting reasonably.
(f) MetalCorp acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of Section 9.1(i).
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9.3 Termination Fees

(a) All fees, costs and expenses (including any broker’s fees and finder’s fees) incurred by a Party in connection with this Agreement shall be paid by the Party incurring such fees, costs or expenses.
(b) If a Termination Fee Event occurs, MetalCorp shall pay, or cause to be paid, to Palladium (by wire transfer of immediately available funds) in consideration for the disposition of rights under this Agreement, the Termination Fee as set forth in Section 9.3(c).
(c) For the purposes of this Agreement, “ Termination Fee Event ” means the completion of an Acquisition Proposal following termination of this Agreement pursuant to Section 10.2(a)(ii)(A), Section 10.2(a)(ii)(C), Section 10.2(a)(iii)(B), Section 10.2(a)(iii)(C) or Section 10.2(a)(iii)(E), if, in any such case, prior to the earlier of the termination of this Agreement or the holding of the MetalCorp Meeting: (A) such Acquisition Proposal, or the intention to make such Acquisition Proposal with respect to MetalCorp shall have been made to MetalCorp or publicly announced by any Person (other than Palladium) and not withdrawn prior to the earlier of the termination of this Agreement or the holding of the MetalCorp Meeting; and (B) within 6 months after the earlier of the date of termination of this Agreement or the holding of the MetalCorp Meeting as applicable, such Acquisition Proposal has been completed, in which case the Termination Fee shall be paid to Palladium in readily available funds as soon as practicable and in any event within two Business Days after the date on which the Acquisition Proposal has been completed.
(d) Each of the Parties acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that the payment amounts set out in this Section 9.3 are payments in consideration for the disposition of the rights of the Party entitled to receive such payment under this Agreement and are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such amounts are excessive or punitive.
(e) Each Party agrees that, upon any termination of this Agreement under circumstances where Palladium is entitled to the Termination Fee and such Termination Fee is paid in full, Palladium shall be precluded from any other remedy against MetalCorp at Law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against MetalCorp, any of its partners, managers, members, shareholders or affiliates, or the MetalCorp Representatives in connection with this Agreement or the Arrangement and any other transactions contemplated by this Agreement, provided that nothing in this Section 9.3 shall preclude Palladium from seeking other relief at Law or in equity or otherwise (including an order for specific performance) against MetalCorp, in any case where there has been an intentional or wilful breach of this Agreement by MetalCorp. None of the foregoing shall affect the liability of the Parties under Section 9.3(a).
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ARTICLE 10 TERM, TERMINATION, AMENDMENT AND WAIVER

10.1 Term

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

10.2 Termination

(a) Subject to Section 10.2(b) hereof, this Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Arrangement Resolution by the MetalCorp Shareholders or the granting of the Final Order by the Court):
(i) by mutual written agreement of MetalCorp and Palladium;
(ii) by either MetalCorp or Palladium, if:
- (A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 10.2(a)(ii)(A) shall not be available to any Party whose breach of this Agreement has been the direct or indirect cause of the failure of the Effective Time to occur on or before the Outside Date;
- (B) after the date hereof, there shall be enacted or made any applicable Law (or any such applicable Law shall have been amended) that makes completion of the Arrangement illegal or otherwise prohibits or enjoins MetalCorp or Palladium from completing the Arrangement; or
- (C) the Arrangement Resolution shall have failed to obtain the MetalCorp Shareholder Approval at the MetalCorp Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order;
(iii) by Palladium, if:
- (A) prior to obtaining the MetalCorp Shareholder Approval, there is a Change in MetalCorp Recommendation;
- (B) subject to Section 8.4, any condition set forth in Section 8.1 or Section 8.2 is not satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date, provided that Palladium has not breached this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied;
- (C) subject to Section 8.4, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MetalCorp set forth in this Agreement (other than as set forth in Section 9.1) shall have occurred that would cause the conditions set forth in Section 8.2(a) or 8.2(b) not to be satisfied, and such conditions are incapable of being
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satisfied by the Outside Date; provided that Palladium has not breached this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied;

  - (D) MetalCorp is in material breach or in default of any of its obligations or covenants set forth in Section 9.1;

  - (E) the MetalCorp Meeting has not occurred on or before April 24, 2023 (or such later date permitted by Section 5.4 or 9.1(h)), except that the right to terminate this Agreement under this Section 10.2(a)(iii)(E) shall not be available to Palladium where the failure to fulfill any of its obligations under this Agreement has been the cause of, or directly resulted in, the failure of the MetalCorp Meeting to occur on or before such date; or

  - (F) prior to the Effective Time, there has been a Material Adverse Effect in respect of MetalCorp.

(iv) by MetalCorp, if:
- (A) the MetalCorp Board authorizes MetalCorp, subject to complying with the terms of this Agreement, to accept, approve or recommend, or enter into a legally binding agreement with respect to, a Superior Proposal in accordance with Sections 9.1 and 9.2;
- (B) subject to Section 8.4, any condition set forth in Section 8.1 or Section 8.3 is not satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date; provided that MetalCorp has not breached this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied;
- (C) subject to Section 8.4, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Palladium set forth in this Agreement shall have occurred that would cause the conditions set forth in Sections 8.3(a) or 8.3(b) not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, provided that MetalCorp has not breached this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied; or
- (D) prior to the Effective Time, there has been a Material Adverse Effect in respect of Palladium.
(b) The Party desiring to terminate this Agreement pursuant to this Section 10.2 (other than pursuant to Section 10.2(a)(i)) shall give written notice of such termination to the other Party.
(c) If this Agreement is terminated pursuant to this Section 10.2, this Agreement shall become void and of no further force or effect without liability or ongoing obligation of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated in this Agreement, and provided that the provisions of this Section 10.2(c) and Sections 1.1, 7.4, 9.3, 11.3, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11 and 11.13 shall survive any termination
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hereof pursuant to Section 10.2; provided further that neither the termination of this Agreement nor anything contained in this Section 10.2 shall relieve a Party from any liability for any wilful breach by it of this Agreement.

10.3 Mutual Understanding Regarding Amendments

(a) The Parties mutually agree that if a Party proposes any amendment to this Agreement, the other Party shall act reasonably in considering such amendment.
(b) At any time prior to the MetalCorp Meeting, each Party shall be entitled to propose to the other Party modifications to the Arrangement in order to facilitate the Tax or other planning objectives of the proposing Party or others, provided, in each case that: (i) any such proposal is not likely to materially prejudice Palladium, MetalCorp, the Palladium Shareholders or the MetalCorp Shareholders or the holders of MetalCorp Options or the Share Lenders; (ii) any such proposal would not impede or materially delay the completion of the Arrangement or any other transactions contemplated by this Agreement; (iii) the proposing Party has provided notice of such proposal to the other Party not less than 15 Business Days prior to the date of the MetalCorp Meeting; and (iv) implementation of the proposal would not result in a transaction that is inconsistent with the Arrangement or any other transactions contemplated by this Agreement.
(c) Each of Palladium and MetalCorp agree that any amendment, modification or proposal in accordance with this Section 10.3 shall not be considered in determining whether any representation or warranty made by Palladium or MetalCorp, as the case may be, under this Agreement has been breached if such amendment, modification, or proposal is the sole cause of such breach.
(d) If any amendment, modification or proposal is to be implemented in accordance with this Section 10.3, Palladium and MetalCorp shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement shall be amended or modified accordingly and MetalCorp shall use its commercially reasonable efforts to communicate any such amendments or modifications to the MetalCorp Shareholders and ensure that any such amendments or modifications are, to the extent required under applicable Laws, presented to the MetalCorp Shareholders at the MetalCorp Meeting.

10.4 Amendment or Waiver

This Agreement may, at any time and from time to time before or after the holding of the MetalCorp Meeting but not later than the Effective Time, be amended or any provision thereof be waived by mutual written agreement of MetalCorp and Palladium, and any such amendment or waiver may, subject to the Interim Order and the Final Order and applicable Laws, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any mutual conditions precedent herein contained.
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Any amendment or waiver made or granted as aforesaid shall affect only the matter, and the occurrence thereof, specifically identified in the amendment or waiver and shall not extend to any other matter or occurrence.

ARTICLE 11 MISCELLANEOUS

11.1 Further Actions

From time to time, as and when requested by either Party, the other Party shall execute and deliver, and use all reasonable efforts to cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as may be reasonably requested in order to:

(a) carry out the intent and purposes of this Agreement;
(b) effect the Arrangement (or to evidence the foregoing); and
(c) consummate and give effect to the other transactions, covenants and agreements contemplated by this Agreement.

11.2 Knowledge

In this Agreement, references to “the knowledge of MetalCorp” means actual knowledge after due inquiry of Donald Sheldon, the Chief Executive Officer of MetalCorp. In this Agreement, references to “the knowledge of Palladium” means the actual knowledge after due inquiry of Derrick Weyrauch, Chief Executive Officer of Palladium.

11.3 Entire Agreement

This Agreement, which includes the Schedules hereto and the other documents, agreements, and instruments executed and delivered pursuant to or in connection with this Agreement, contains the entire Agreement between the Parties with respect to matters dealt within herein and, except as expressly provided herein, supersedes all prior arrangements or understandings with respect thereto.

11.4 Descriptive Headings

The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

11.5 Notices

All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by telecopier, nationally recognized overnight courier, or registered or certified mail, postage prepaid, addressed as follows:

(a) If to Palladium:

Palladium One Mining Inc. Suite 3704 - 88 Scott Street Toronto, ON M5E 0A9

Attention: Derrick Weyrauch, Chief Executive Officer

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

Bennett Jones LLP 3400 One First Canadian Place, P.O. Box 130 Toronto, ON M5X 1A4

Attention: Abbas Ali Khan

(b) If to MetalCorp:

MetalCorp Limited 490 Maureen Street Thunder Bay, ON P7B 6T2

Attention: Donald Sheldon, Chief Executive Officer

with a copy to:

Dickinson Wright LLP 199 Bay Street, Suite 2200 Commerce Court West Toronto, ON M5L 1G4

Attention: Geoffrey Farr

Any such notices or communications shall be deemed to have been received: (a) if delivered personally or sent by telecopier (with transmission confirmed) or nationally recognized overnight courier, on the date of such delivery; or (b) if sent by registered or certified mail, on the third Business Day following the date on which such mailing was postmarked. Any Party may by notice change the address to which notices or other communications to it are to be delivered or mailed.

11.6 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, but references to such Laws shall not, by conflict of Laws, rules or otherwise, require application of the law of any jurisdiction other than the Province of Ontario.

11.7 Enurement and Assignability

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, provided that this Agreement shall not be assignable otherwise than by operation of law by either Party without the prior written consent of the other Party, and any purported assignment by either Party without the prior written consent of the other Party shall be void.

11.8 Remedies

The Parties acknowledge that, except as otherwise provided herein, an award of money damages may be inadequate for any breach of the obligations undertaken by the Parties and that the Parties shall be entitled to seek equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, each of the Parties waive the defense that there is an adequate remedy at law. Without

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limiting any remedies any Party may otherwise have, in the event any Party refuses to perform its obligations under this Agreement, the other Party shall have, in addition to any other remedy at law or in equity, the right to specific performance.

11.9 Waivers and Amendments

Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

11.10 Illegalities

In the event that any provision contained in this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election of the Party for whose benefit the provision exists, be in any way impaired.

11.11 Currency

Unless otherwise set forth herein, all references to amounts of money are expressed in lawful money of Canada and “ $ ” refers to Canadian dollars.

11.12 Counterparts

This Agreement may be executed in any number of counterparts by original, telefacsimile or electronic signature, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, bears the signatures of all the parties reflected hereon as signatories.

11.13 Language

At the request of the Parties this Agreement has been drafted in the English language.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF , the undersigned have executed and delivered this Agreement as of the day and year first above written.

PALLADIUM ONE MINING INC.

Per: “Derrick Weyrauch” Name: Derrick Weyrauch Title: Chief Executive Officer

METALCORP LIMITED

Per: “Donald A. Sheldon” Name: Donald A. Sheldon Title: Chief Executive Officer

SCHEDULE "A" FORM OF PLAN OF ARRANGEMENT

See attached.

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

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “ Aboriginal Group ” means any First Nation, Métis community, aboriginal group or person, Indian Act band, tribal council, band council or other aboriginal organization in Canada;
(b) “ Arrangement ” means the arrangement of MetalCorp under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of Palladium and MetalCorp, each acting reasonably;
(c) “ Arrangement Agreement ” means the arrangement agreement dated as of March 3, 2023 between Palladium and MetalCorp, together with the disclosure letter to the Arrangement Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;
(d) “ Arrangement Resolution ” means the special resolution of the MetalCorp Shareholders approving the Arrangement to be considered at the MetalCorp Meeting, to be substantially in the form and content of Schedule “B” to the Arrangement Agreement;
(e) “ Articles of Arrangement ” means the articles of arrangement of MetalCorp in respect of the Arrangement, to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and content satisfactory to MetalCorp and Palladium, each acting reasonably;
(f) “ Business Day ” means any day, other than a Saturday, Sunday or other day on which Canadian chartered banks located in the City of Toronto are required or permitted to close;
(g) “ Certificate of Arrangement ” means the certificate of arrangement giving effect to the Arrangement, issued pursuant to Subsection 183(2) of the OBCA after the Articles of Arrangement have been filed;
(h)
“ Consideration ” means, for each MetalCorp Share, 0.30 of a Palladium Share;
(i) “ Consideration Shares ” means the Palladium Shares to be issued as Consideration for MetalCorp Shares pursuant to the Arrangement;
(j) “ Court ” means the Ontario Superior Court of Justice;

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(k) “ Depositary ” means Computershare Trust Company of Canada or any other trust company, bank or other financial institution agreed to in writing by MetalCorp and Palladium for the purpose of, among other things, exchanging certificates representing MetalCorp Shares for the Consideration in connection with the Arrangement;
(l) “ Director ” means the Director appointed pursuant to Section 278 of the OBCA;
(m) “ Dissent Rights ” has the meaning set forth in Article 4;
(n) “ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;
(o) “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as Palladium and MetalCorp may agree to in writing before the Effective Date;
(p) “ Exchange Ratio ” means 0.30;
(q) “ Final Order ” means the final order of the Court approving the Arrangement pursuant to section 182(5) of the OBCA, in form and substance satisfactory to each Party, acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such amendment is satisfactory to each of the Parties, acting reasonably) on appeal;
(r) Government” means:
i. the government of Canada, or any foreign country;
ii. the government of any Province, county, municipality, city, town, or district of Canada, or any foreign country; and
iii. any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses (a) and (b);
(s) “ Governmental Authority ” means and includes, without limitation, any Government or other political subdivision of any Government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV and does not include Aboriginal Group;
(t) “ Interim Order ” means the interim order of the Court pursuant to section 182(5) of the OBCA in form and substance satisfactory to each Party, acting reasonably, providing for, among other things, the calling and holding of the MetalCorp Meeting, as such order may be amended by the Court with the consent of each of the Parties, acting reasonably;
(u) “ Letter of Transmittal ” means the letter of transmittal to be delivered by MetalCorp to the MetalCorp Shareholders for use in connection with the Arrangement;

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(v) “ Liens ” means any hypothecations, mortgages, liens, charges, security interests, pledges, claims, encumbrances and adverse rights or claims;
(w) “ MetalCorp ” means MetalCorp Limited, a corporation existing under the OBCA;
(x) “ MetalCorp Dissenting Shareholder ” means a registered MetalCorp Shareholder as of the record date for the MetalCorp Meeting who has duly and validly exercised the Dissent Rights in respect of all MetalCorp Shares held by such registered MetalCorp Shareholder and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(y) “ MetalCorp Meeting ” means the meeting of the MetalCorp Shareholders, including any adjournment or postponement thereof, to be held in accordance with the Interim Order to consider the Arrangement Resolution;
(z) “ MetalCorp Option Plan ” means the stock option plan of MetalCorp, as amended, and as further amended and restated or supplemented from time to time prior to the Effective Time, and as approved by the MetalCorp Shareholders and described in management information circulars of MetalCorp filed on SEDAR;
(aa) “ MetalCorp Optionholder ” means a registered holder of one or more MetalCorp Options;
(bb) “ MetalCorp Options ” means options to acquire MetalCorp Shares granted pursuant to or otherwise subject to the MetalCorp Option Plan which are outstanding and unexercised immediately prior to the Effective Time;
(cc) “ MetalCorp Option In-The-Money Amount ” means, in respect of any MetalCorp Option, the amount, if any, by which the total fair market value (determined immediately prior to the Effective Time) of the MetalCorp Shares that a holder is entitled to acquire on exercise of such MetalCorp Option immediately prior to the Effective Time exceeds the amount payable to acquire such shares;
(dd) “ MetalCorp Shareholder ” means a holder of one or more MetalCorp Shares;
(ee) “ MetalCorp Shares ” means the issued and outstanding common shares of MetalCorp;
(ff) “ OBCA ” means the Business Corporations Act (Ontario) and the regulations made thereunder, as promulgated or amended from time to time;
(gg) “ Palladium ” means Palladium One Mining Inc., a corporation existing under the Business Corporations Act (British Columbia);
(hh) “ Palladium Shares ” means common shares in the capital of Palladium;
(ii) “ Parties ” means MetalCorp and Palladium, and “ Party ” means either one of them, as the context requires;
(jj) “ Plan ” or “ Plan of Arrangement ” means this plan of arrangement proposed under Section 182 of the OBCA, as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Arrangement Agreement, or made at the direction of the Court in the Final Order with the prior written consent of MetalCorp and Palladium, each acting reasonably;

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(kk) “ Replacement Options ” means options to purchase Palladium Shares granted by Palladium in exchange for MetalCorp Options on the basis set forth in Section 3.1(c);
(ll) “ Replacement Option In-The-Money Amount ” means, in respect of any Replacement Option, the amount, if any, by which the total fair market value (determined immediately after the effective time of the exchange of MetalCorp Options for Replacement Options pursuant to Section 3.1(c) of this Plan of Arrangement) of the Palladium Shares that a holder is entitled to acquire on exercise of the Replacement Option exceeds the amount payable to acquire such shares;
(mm) “ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time; and
(nn) “ TSXV ” means the TSX Venture Exchange.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein shall have the same meaning herein as in the OBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa , words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

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1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

1.7 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8 Time

Time shall be of the essence in every matter or action contemplated hereunder. All references to time are to Eastern time.

ARTICLE 2 ARRANGEMENT AGREEMENT AND BINDING EFFECT

2.1 Arrangement Agreement

This Plan of Arrangement constitutes an Arrangement under Section 182 of the OBCA and is made pursuant to, and subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth in Section 3.1.

2.2 Binding Effect

At the Effective Time and upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, this Plan of Arrangement shall, without any further authorization, act or formality required on the part of any person, except as otherwise expressly provided herein, become effective and be binding upon MetalCorp, Palladium, the MetalCorp Dissenting Shareholders, the MetalCorp Shareholders, the MetalCorp Optionholders, and the Depositary.

The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Plan of Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 3.1 has become effective in the sequence and at the times set out therein.

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, each of the following transactions or events shall occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality required on the part of any person, except as otherwise expressly provided herein:

(a) each MetalCorp Share held by a MetalCorp Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof to MetalCorp (free and clear of any Liens) and cancelled and MetalCorp shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder

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shall be, and shall be deemed to be, removed from the register of MetalCorp Shareholders maintained by or on behalf of MetalCorp;

(b) each MetalCorp Share held by a MetalCorp Shareholder (other than MetalCorp Shares held by a MetalCorp Dissenting Shareholder or by Palladium or its affiliates) shall be, and shall be deemed to be, transferred by the holder thereof to Palladium (free and clear of any Liens) in exchange for the Consideration (to be delivered in accordance with Article 5), and:
(i) each holder of such MetalCorp Shares shall cease to be, and shall be deemed to cease to be, the holder thereof and to have any rights as a MetalCorp Shareholder other than the right to be paid the Consideration in respect of such MetalCorp Shares in accordance with this Plan of Arrangement;
(ii) the name of each such holder shall be, and shall be deemed to be, removed from the register of MetalCorp Shareholders maintained by or on behalf of MetalCorp and added to the register of holders of Palladium Shares maintained by or on behalf of Palladium; and
(iii) Palladium shall be deemed to be the transferee of such MetalCorp Shares (free and clear of any Liens) and the register of MetalCorp Shareholders maintained by or on behalf of MetalCorp shall be, and shall be deemed to be, revised accordingly; and
(c) immediately following the share exchange in clause (b) above (such that MetalCorp is a wholly-owned subsidiary of Palladium at the effective time of the transaction described in this Section 3.1(c)), each MetalCorp Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be exchanged for a Replacement Option in accordance with the following:
(i) each Replacement Option will entitle its holder to purchase from Palladium such number of Palladium Shares equal to (A) the Exchange Ratio, multiplied by (B) that number of MetalCorp Shares issuable upon exercise of such MetalCorp Option immediately prior to the Effective Time (provided that if the foregoing would result in the issuance of a fraction of a Palladium Share on any particular exercise of Replacement Options, then the number of Palladium Shares otherwise issuable shall be rounded down to the nearest whole number of Palladium Shares);
(ii) each Replacement Option will be exercisable at an exercise price per Palladium Share equal to (A) the exercise price per MetalCorp Share at which such MetalCorp Option was exercisable immediately prior to the Effective Time, divided by (B) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent);
(iii) each Replacement Option will be subject to such other terms and conditions (including term to expiry and conditions to and manner of exercise) as the MetalCorp Option for which it is exchanged and shall be governed by the terms of the MetalCorp Option Plan and any document or documents evidencing MetalCorp Options shall thereafter evidence and be deemed to evidence such Replacement Options and no certificates evidencing Replacement Options will be issued; and

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(iv) it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a MetalCorp Option for a Replacement Option; therefore, notwithstanding the foregoing, in the event that the Replacement Option In-TheMoney Amount in respect of a Replacement Option exceeds the MetalCorp InThe-Money Amount in respect of the MetalCorp Option for which it is exchanged, the exercise price of such Replacement Option will be adjusted accordingly, with effect at and from the effective time of the exchange of MetalCorp Options for Replacement Options under this Section 3.1(c), to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the MetalCorp Option In-The-Money Amount in respect of the MetalCorp Option.

The transfers, exchanges, issuances and cancellations provided for in this Section 3.1 shall occur, and shall be deemed to occur, at the time and in the order and sequence specified in Section 3.1, notwithstanding that certain of the procedures related thereto are not completed until after such time.

3.2 No Fractional Shares

In no event shall any holder of MetalCorp Shares be entitled to a fractional Palladium Share. Where the aggregate number of Palladium Shares to be issued to a MetalCorp Shareholder as consideration under the Arrangement would result in a fraction of a Palladium Share being issuable, the number of Palladium Shares to be received by such MetalCorp Shareholder shall be rounded down to the nearest whole number of Palladium Shares, without any additional payment or compensation to the holder.

3.3 Calculations

All calculations and determinations made by Palladium, MetalCorp or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

ARTICLE 4 DISSENT RIGHTS

4.1 Dissent Rights

Pursuant to the Interim Order, registered MetalCorp Shareholders as of the record date for the MetalCorp Meeting may exercise rights of dissent (“ Dissent Rights ”) in respect of all MetalCorp Shares held by such holder as a registered holder thereof as of such date in connection with the Arrangement pursuant to and in strict compliance with the procedures set forth in Section 185 of the OBCA, as modified by this Article 4, the Interim Order and the Final Order, provided that, notwithstanding section 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in section 185(6) of the OBCA must be sent to MetalCorp by registered MetalCorp Shareholders that wish to dissent and received by MetalCorp not later than 5:00 p.m. (Toronto time) on the second Business Day before the MetalCorp Meeting or any date to which the MetalCorp Meeting may be postponed or adjourned.

MetalCorp Dissenting Shareholders shall be deemed to have transferred MetalCorp Shares held by them to MetalCorp for cancellation, as provided in Section 3.1(a), and if ultimately determined not to be entitled, for any reason, to be paid fair value for their MetalCorp Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of MetalCorp Shares. In no case shall Palladium, MetalCorp or any other person be required to recognize such holders as holders of MetalCorp Shares after the completion of the step contemplated by Section 3.1(a).

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For greater certainty, (a) no MetalCorp Optionholder shall be entitled to Dissent Rights in respect of such holder’s MetalCorp Options, and (b) no person who has voted MetalCorp Shares, or instructed a proxyholder to vote such person’s MetalCorp Shares, in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement.

ARTICLE 5 DELIVERY OF CONSIDERATION

5.1 Payment of Consideration

(a) Following the receipt of the Final Order and prior to filing of the Articles of Arrangement, and in any event no later than the Business Day prior to the Effective Date, Palladium shall deliver or arrange to be delivered to the Depositary, for the benefit of applicable holders of MetalCorp Shares, sufficient certificates representing the Consideration Shares to satisfy the aggregate Consideration payable to MetalCorp Shareholders, in accordance with Section 3.1, which certificates representing Consideration Shares shall be held by the Depositary as agent and nominee for such MetalCorp Shareholders, for distribution to such MetalCorp Shareholders.
(b) Upon surrender to the Depositary of a certificate that immediately before the Effective Time represented one or more outstanding MetalCorp Shares that were exchanged for Consideration Shares in accordance with Section 3.1 hereof, together with an executed Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the MetalCorp Shares formerly represented by such certificate under the terms of such certificate, the OBCA or the by-laws of MetalCorp and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder after the Effective Time and as soon as practicable thereafter, certificates representing the Consideration Shares that such former MetalCorp Shareholder is entitled to receive in accordance with Section 3.1 hereof.
(c) After the Effective Time and until surrendered as contemplated by Section 5.1(b) hereof, each certificate that immediately prior to the Effective Time represented one or more MetalCorp Shares following completion of the transactions described in Section 3.1, shall be deemed at all times to represent only the right to receive in exchange therefor certificates representing the Consideration Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1 hereof.
(d) Neither Party, nor any of their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such MetalCorp Shareholder) which is forfeited to MetalCorp or Palladium or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

5.2 Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding MetalCorp Shares that were exchanged for Consideration in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, certificates representing the Consideration Shares that such holder is

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entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of a certificate representing the Consideration Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom certificates representing such Consideration Shares is to be delivered shall, as a condition precedent to the delivery of certificates representing such Consideration Shares, give a bond satisfactory to Palladium and the Depositary in such amount as Palladium and the Depositary may direct, or otherwise indemnify Palladium and the Depositary in a manner satisfactory to Palladium and the Depositary, against any claim that may be made against Palladium or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the by-laws of MetalCorp.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to Palladium Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding MetalCorp Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of certificates representing the Consideration Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Palladium Shares.

5.4 Withholding Rights

MetalCorp, Palladium and the Depositary shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Person hereunder and from all dividends or other distributions or amounts otherwise payable to any former MetalCorp Shareholder or holder of MetalCorp Options such amounts as MetalCorp, Palladium or the Depositary determines, acting reasonably, that it is required or permitted to deduct or withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable Tax Laws. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are remitted to the appropriate Governmental Authority. To the extent necessary but subject to Section 2.9(b) of the Arrangement Agreement, any such deductions and withholdings which Palladium is required to deduct or withhold may be effected by selling any Palladium Shares to which any such Person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, less deduction and remittance of any applicable tax and any fees related to such sale, shall be paid to the Person entitled thereto as soon as reasonably practicable.

5.5 Limitation and Proscription and Extinction of Rights

To the extent that a MetalCorp Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six years after the Effective Date (the “ final proscription date ”), then the Consideration that such MetalCorp Shareholder was entitled to receive shall cease to represent a claim of any nature whatsoever and be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Consideration Shares shall be delivered to Palladium by the Depositary, without any further action required on the part of Palladium or any successor corporation, and the interest of the MetalCorp Shareholder in such Consideration to which it was formerly entitled shall be terminated and the MetalCorp Shareholder shall be deemed to have donated and forfeited to Palladium or any successor such Consideration as of such final proscription date.

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5.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all MetalCorp Shares and MetalCorp Options issued prior to the Effective Time, (b) the rights and obligations of the MetalCorp Shareholders, the MetalCorp Optionholders, MetalCorp, Palladium, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any MetalCorp Shares or MetalCorp Options shall be deemed to have been settled, compromised, released and determined without liability of MetalCorp or Palladium except as set forth in this Plan of Arrangement.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Palladium and MetalCorp reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by the Parties, (iii) filed with the Court and, if made following the MetalCorp Meeting, approved by the Court, and (iv) communicated to MetalCorp Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by MetalCorp at any time prior to the MetalCorp Meeting provided that Palladium shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and approved by the persons voting at the MetalCorp Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the MetalCorp Meeting shall be effective only if:
(i) it is consented to in writing by each of Palladium and MetalCorp; and
(ii) if required by the Court, it is consented to by the MetalCorp securityholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Palladium and MetalCorp without the approval of or communication to the Court or the MetalCorp Shareholders and the MetalCorp Optionholders, provided that it concerns a matter which, in the reasonable opinion of each of Palladium and MetalCorp, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any of the MetalCorp Shareholders or the MetalCorp Optionholders.

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ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of MetalCorp and Palladium shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE "B" ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario), as amended (the “ OBCA ”) involving MetalCorp Limited (“ MetalCorp ”) pursuant to the arrangement agreement (the “ Arrangement Agreement ”) between MetalCorp and Palladium One Mining Inc. (“ Palladium ”) dated March 3, 2023, all as more particularly described and set forth in the management information circular of MetalCorp (the “ Circular ”) accompanied by the notice of the meeting (as the Arrangement may be modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement, as it has been or may be modified or amended in accordance with the Arrangement Agreement and its terms, involving MetalCorp and Palladium (the “ Plan of Arrangement ”), the full text of which is set out as Schedule “A” to the Arrangement Agreement, is hereby authorized, approved and adopted.
The Arrangement Agreement and related transactions, the actions of the directors of MetalCorp in approving the Arrangement, and the actions of the officers of MetalCorp in executing and delivering the Arrangement Agreement, and any modifications or amendments thereto are each hereby ratified and approved.
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the MetalCorp Shareholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List) (the “ Court ”), the directors of MetalCorp are hereby authorized and empowered, at their discretion, without further notice to or approval of the MetalCorp Shareholders: (a) to amend or modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any one officer or director of MetalCorp is hereby authorized and directed for and on behalf of MetalCorp to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of MetalCorp or otherwise, and to deliver or cause to be delivered, for filing with the Director under the OBCA, articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any one officer or director of MetalCorp is hereby authorized and directed for and on behalf of MetalCorp to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such officer’s or director’s opinion, may be necessary or desirable to give full force and effect to any of the foregoing and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

B-1

SCHEDULE "C" KEY REGULATORY APPROVALS AND OTHER APPROVALS OR CONSENTS

Any necessary approvals of the Arrangement (including amendment to the Palladium Stock Option Plan for the Replacement Palladium Options) from the TSXV, subject only to the satisfaction of standard and customary post-closing conditions of the TSXV.

C-1

SCHEDULE "D" KEY REGULATORY APPROVALS AND OTHER APPROVALS OR CONSENTS

Any necessary approvals from the TSXV for:

(i) the CFO Services Consideration Shares;
(ii) the MetalCorp Compensation Shares;
(iii) the issuance of not more than 3,809,610 MetalCorp Shares to the Share Lenders in satisfaction of the Share Loan Agreements; and
(iv) the Arrangement;

subject only to the satisfaction of standard and customary post-closing conditions of the TSXV.

D-1

AI assistant

GT RESOURCES INC. — Merger & Acquisition 2023

46122_rns_2023-03-10_9834a2c6-cfbd-45e9-99af-48ae5b84823b.pdf

ARRANGEMENT AGREEMENT

between

and

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

B E T W E E N:

RECITALS:

ARTICLE 1 GENERAL

1.1 Defined Terms

“ Government ” means:

1.2 Interpretation Not Affected by Headings

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Court Proceedings

2.3 Final Order

2.4 Effecting the Arrangement

2.5 Consultation

2.6 U.S. Securities Law Matters

2.7 Closing

2.8 Adjustments for Dividends, Distributions or other Corporate Events

2.9 Withholding

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF METALCORP

3.1 Organization and Good Standing

3.2 Subsidiaries

3.3 Consents, Authorizations, and Binding Effect

3.4 Support of the Arrangement

3.5 Insurance

3.6 Public Filings; Financial Statements

3.7 Internal Controls and Financial Reporting

3.8 Minute Books

3.9 Litigation and Compliance

3.10 Absence of Cease Trade Orders

3.11 Registration Rights

3.12 Taxes

3.13 Employee Benefits

3.14 Pension and Other Employee Plans and Agreements

3.15 Employment and Labour Relations

3.16 Contracts, Etc.

3.17 Absence of Certain Changes, Etc.

3.18 Status of Work

3.19 Capitalization

3.20 Shareholder Rights Plan

3.21 Environmental Matters

3.22 Licence and Title

3.23 Properties

3.24 Aboriginal Claims

3.25 Technical Reports

3.26 Mineral Resources

3.27 Undisclosed Liabilities

3.28 Due Diligence Investigations

3.29 Competition Act

3.30 Brokers

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PALLADIUM

4.1 Organization and Good Standing

4.2 Consents, Authorizations, and Binding Effect

4.3 Insurance

4.4 Public Filings; Financial Statements

4.5 Litigation and Compliance

4.6 Absence of Cease Trade Orders

4.7 Capitalization

4.8 Title to Properties

4.9 Technical Reports

4.10 Mineral Resources and Mineral Reserves

4.11 Issuance of Palladium Shares

4.12 Indebtedness

4.13 Undisclosed Liabilities

4.14 License and Title

4.15 Properties

ARTICLE 5 COVENANTS OF METALCORP

5.1 Interim Order

5.2 MetalCorp Meeting and Circular

5.3 Status of Voting

5.4 Adjournment

5.5 Dissent Rights

5.6 Amendments to MetalCorp Circular

5.7 Final Order

GT RESOURCES INC. Merger & Acquisition 2023