Heliostar Metals Ltd. — Capital/Financing Update 2021

May 7, 2021

EXECUTION VERSION

AGENCY AGREEMENT

May 4, 2021

Heliostar Metals Ltd. Suite 700 – 1090 West Georgia Street Vancouver, BC V6E 3V7

Attention: Charles Funk, Chief Executive Officer

Dear Sir:

Canaccord Genuity Corp. (“ Canaccord ”) and Sprott Capital Partners LP, Haywood Securities Inc., and Agentis Capital Markets Canada Limited Partnership (collectively with Canaccord, the “ Agents ”) understand that Heliostar Metals Ltd. (“ Heliostar ”) intends to create, issue and sell up to 5,348,616 units of Heliostar (each, a “ Unit ”), without giving effect to the Agents’ Option (as defined below), having the terms described herein, at a price of $1.05 (the “ Offering Price ”) per Unit, for aggregate gross proceeds to Heliostar of up to $5,616,046.80 (the “ Offering ”).

In addition, in connection with the Offering, Heliostar hereby grants the Agents an option (the “ Agents’ Option ”) to increase the size of the Offering by up to an additional 571,428 Units on the same terms and for additional aggregate gross proceeds of up to $599,999.40. The Agents’ Option shall be exercisable, in whole or in part, by the Agents in their sole discretion, until the Closing Date (as defined below). All references to the Units shall be deemed to include any Units sold pursuant to the Agents’ Option.

Each Unit shall consist of one (1) Unit Share (as defined below) and one-half of one (1/2) Warrant (as defined below). The Warrants will be issued under a warrant indenture (the “ Warrant Indenture ”) between Heliostar and Computershare Trust Company of Canada, as warrant agent, dated the Closing Date. Each Warrant will entitle the holder thereof to receive upon exercise, and subject to adjustments in certain circumstances, one Warrant Share (as defined below) at a price of $1.70 per Warrant Share, for a period of 12 months following the Closing Date. The Warrants will be callable by Heliostar, at the discretion of Heliostar, should the daily volume-weighted average trading price of the Common Shares (as defined below) on the TSX Venture Exchange (“ TSXV ”) exceed $2.00 for a period of 15 consecutive trading days, at any time during the term of the Warrants after the date that is four months and one day from the Closing date (“ Call Trigger ”). Following a Call Trigger, Heliostar may give notice in writing (“ Call Notice ”) to the holders of Warrants that any Warrant that remains unexercised by the holder thereof shall expire 30 days following the date on which the Call Notice is given.

The Units will be offered to Purchasers (as defined below) resident in the Selling Jurisdictions (as defined below) within Canada by way of a private placement to “accredited investors” as such term is defined in NI 45-106 (as defined below). The Units may also be offered to Purchasers who are U.S. Accredited Investors (as defined below), and to Qualified Institutional Buyers (as defined below) in accordance with Schedule “A” attached hereto, which forms part of this Agreement. The Units may be distributed in Selling Jurisdictions outside of Canada and the United States in such jurisdictions as Heliostar and the Agents may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction.

In consideration of the Agents’ services to be rendered in connection with the Offering, Heliostar agrees to pay the Agents’ Fee and issue the Broker Warrants to the Agents on the Closing Date, all as more particularly set out in this Agreement.

-2-

Heliostar agrees that the Agents will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to Heliostar, acting reasonably, as its agents to assist with the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Agents’ Fee payable to the Agents under this Agreement

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

“ Action ” means any action, claim, demand, complaint, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

“ Affiliates ” means affiliates of the Agents;

“ Agents ” has the meaning ascribed thereto on the face page of this Agreement;

“ Agents’ Expenses ” has the meaning ascribed thereto in Section 10.1;

“ Agents’ Fee ” has the meaning ascribed thereto in Section 12.1;

“ Agents’ Option ” has the meaning ascribed thereto on the face page of this Agreement;

“ Agreement ” means the agreement resulting from the acceptance by Heliostar of the offer made by the Agents hereby;

“ Applicable Anti-Money Laundering Laws ” has the meaning ascribed thereto in Section 5.1(nn);

“ Applicable Securities Laws ” means, as applicable, the securities Laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, and the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions;

“ Books and Records ” means books, ledgers, files, minute books, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns and other data and information, including all data and information stored on computer-related or other electronic media, maintained with respect to Heliostar and the Subsidiaries, as applicable;

“ Broker Warrants ” has the meaning ascribed thereto in Section 12.2 ;

“ Broker Warrant Certificates ” means the definitive certificates representing the Broker Warrants issuable to the Agents in connection with the Offering;

“ Broker Warrant Shares ” has the meaning ascribed thereto in Section 12.2;

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

-3-

“ Call Notice ” has the meaning ascribed thereto on the face page of this Agreement;

“ Call Trigger ” has the meaning ascribed thereto on the face page of this Agreement;

“ Canadian Securities Laws ” means, collectively, all Canadian Applicable Securities Laws;

“ Canadian Selling Jurisdictions ” means, collectively, British Columbia, Alberta, and Ontario;

“ Claim ” has the meaning ascribed thereto in Section 9.1;

“ Closing ” means the completion of the sale of the Units as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date ” means May 4, 2021;

“ Closing Time ” means 8:00 a.m. (Vancouver time) on the Closing Date, or such other time on the Closing Date as Heliostar and Canaccord, on behalf of the Agents, may mutually agree;

“ Common Shares ” means the common shares in the capital of Heliostar;

“ Contract ” means any contract, note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon Heliostar or the Subsidiaries, as the case may be;

“ COVID-19 Outbreak ” has the meaning ascribed thereto in Section 5.1(ll);

“ Disclosure Documents ” means all of the public documents filed by Heliostar on SEDAR;

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

“ Engagement Letter ” means the engagement letter dated April 7, 2021, as amended on April 13, 2021 between Canaccord, on behalf of the Agents, and Heliostar;

“ Environmental Law ” means any applicable Law relating to the environment including, but not limited to, those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or release, or the threat of the same, of Hazardous Substances, and (i) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;

“ Financial Statements ” means the unaudited condensed interim consolidated financial statements for the nine month periods ended December 31, 2020 and 2019, and the audited consolidated financial statements for the years ended March 31, 2020 and 2019;

“ Governmental Entity ” means any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature as well as any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them;

-4-

“ Gross Proceeds ” means the aggregate gross proceeds from the issuance and sale of the Units under the Offering;

“ Hazardous Substance ” means any substance or material that is prohibited, controlled or regulated by any Governmental Entity pursuant to Environmental Laws;

“ Heliodor Projects ” means Heliostar’s Oso Negro project, La Lola project, and the Cumaro project, as acquired by Heliostar on July 21, 2020;

“ Heliodor Royalties ” means the 1.0% net smelter royalty applicable to Heliostar’s Oso Negro project, the 2.0% net smelter royalty applicable to Heliostar’s La Lola project, and the 2.0% net smelter royalty applicable to Heliostar’s Cumaro project;

“ Heliostar ” has the meaning ascribed thereto on the face page of this Agreement;

“ Heliostar Assets ” has the meaning ascribed thereto in Section 5.1(ee)(i);

“ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

“ including ” means including without limitation (and “include” or “includes” have similar extended meanings);

“ Indemnified Parties ” has the meaning ascribed thereto in Section 9.1;

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

“ Material Adverse Effect ” means, with respect to an entity, any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (i) the business, operations, results of operations or condition (financial or otherwise) of such entity; or (ii) the ability of such entity to consummate the transactions contemplated under the Offering on a timely basis;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, “ associate ”, and “ distribution ” have the respective meanings ascribed thereto in the Securities Act (British Columbia);

“ Net Proceeds ” means the Gross Proceeds less an amount equal to the sum of the Agents’ Fee and the Agents’ Expenses;

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

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

-5-

“ NIR Agreement ” means the 3.0% net income royalty held by the State of Alaska on mineral production from six State of Alaska mining claims comprising the SH-1 Zone acquired by Heliostar from NGAS Production;

“ Offering ” has the meaning ascribed thereto on the face page of this Agreement;

“ Offering Documents ” means, collectively, this Agreement, the Subscription Agreements, the Warrant Indenture, and the Broker Warrant Certificates;

“ Offering Price ” has the meaning ascribed thereto on the face page of this Agreement;

“ person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

“ President’s List ” has the meaning ascribed thereto in Section 12.1;

“ Purchasers ” means the purchasers who purchase Units pursuant to the Subscription Agreements, and each such purchaser, a “ Purchaser ”;

“ QIB ” or “ Qualified Institutional Buyer ” means a “Qualified Institutional Buyer” as such term is defined in Rule 144A(a)(1) under the U.S. Securities Act;

“ Securities ” means, collectively, the Units, Unit Shares, Warrants, and Warrant Shares;

“ Securities Regulator ” means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Selling Jurisdictions ” means, collectively, (i) all of the provinces and territories of Canada, (ii) the United States, and (iii) such other jurisdictions outside of Canada and the United States as mutually agreed between Heliostar and the Agents, provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of Heliostar;

“ Subscription Agreements ” means the subscription agreements for Units, in the forms agreed upon by Heliostar and the Agents, for the purchase and sale of the Units to Purchasers pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto (including the Term Sheet);

“ Subsidiaries ” means, collectively, all of the subsidiaries of Heliostar as disclosed in Schedule “C”;

“ subsidiary ” has the meaning ascribed thereto in the Business Corporations Act (British Columbia);

“ TAC ” means the Aleut Corporation, an Alaska Native Regional Corporation;

“ TAC Royalties ” means the sliding scale net smelter royalty of 2.0% to 4.0% on of production of gold and the 2.5% net smelter royalty for all commodities except gold and other precious metals, and the 5% of net proceed to be paid out after payment of other royalties, all as contemplated pursuant to the TAC Exploration Agreement;

-6-

“ TAC Exploration Agreement ” means the subsurface exploration agreement between Heliostar and TAC, dated July 1, 2019;

“ Tax Act ” means the Income Tax Act (Canada), as the same may be amended from time to time, and includes any regulations thereto;

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

“ Tax Law ” means any Law that imposes Taxes or that deals with the administration or enforcement of liabilities for Taxes, including under the Tax Act;

“ Tax Returns ” means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Governmental Entity in connection with the determination, assessment, collection or administration of Taxes;

“ Technical Report ” means the technical report titled “Amended and Restated NI 43-101 Technical Report & Resource Estimate for the SH-1 Gold & Silver Deposit, Part of the Unga Project, Southwest Alaska, U.S.A.”, prepared for Heliostar by Alaska Earth Sciences, Inc., with an effective date of February 10, 2020;

“ Term Sheet ” means the term sheet of Heliostar included in the Subscription Agreements in respect of the Offering;

“ TSXV ” means the TSX Venture Exchange Inc.;

“ TSXV Listing ” means listing on the TSXV of the Unit Shares, Warrant Shares, and Broker Warrant Shares issuable in connection with the Offering;

“ TSXV Listing Approval ” means the conditional approval of the TSXV for the TSXV Listing;

“ Unga Project ” consists of the mineral claims and mining leases located on the Unga and Popof islands, in Alaska, U.S.A set out in Schedule “A” of the title opinion delivered pursuant to Section 6.1(f), and the mining operations and infrastructure relating thereto;

“ Unga Subsidiary ” means Heliostar Metals Alaska Inc.;

“ Unit Share ” means a Common Share partially comprising the Units;

-7-

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

“ Units ” has the meaning ascribed thereto on the face page of this Agreement;

“ U.S. Affiliates ” has the meaning ascribed thereto in Section 2.2;

“ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act;

“ U.S. Purchaser ” means (a) any Purchaser in the United States, (b) any person purchasing securities for the account or benefit of any person in the United States, (c) any person that receives or received an offer of the Units while in the United States and (d) any person that is in the United States at the time the Purchaser’s buy order was made or such Subscription Agreement was executed or delivered; provided, however, that “U.S. Purchaser” shall not include persons excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) of Regulation S under the U.S. Securities Act or persons holding accounts excluded from the definition of U.S. person pursuant to Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act, solely in their capacities as holders of such accounts;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

“ Warrant ” means a Common Share purchase warrant of Heliostar partially comprising the Units;

“ Warrant Indenture ” has the meaning ascribed thereto on the second page of this Agreement; and

“ Warrant Share ” means a Common Share issuable upon exercise of a Warrant.

1.2 Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3 Governing Law: This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

1.4 Currency: Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

1.5 Schedules: Schedule “A” – Compliance with United States Securities Laws, and Schedule “B” – Form of Lock-Up Agreement, and Schedule “C” – Subsidiaries, each as attached to this Agreement, are deemed to be a part of this Agreement and are hereby incorporated by reference herein.

2. Nature of Transaction

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, Heliostar hereby appoints the Agents, as its exclusive agents, to offer for sale by way of private placement on a “best efforts” basis, without underwriter liability, the Units to be issued and sold pursuant to the Offering and the Agents agree that they will only solicit and arrange for purchasers of Units in the Selling Jurisdictions, in accordance with Applicable Securities Laws, and only to such Purchasers and in such a manner which will not trigger any obligation

-8-

for Heliostar to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws or otherwise comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

2.2 United States Sales. The parties to this Agreement acknowledge that the Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities Laws, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable Laws of any applicable state of the United States. Accordingly, Heliostar, the Agents and their respective U.S. Affiliates (as defined below) agree that any offers or sales to U.S. Purchasers shall be conducted only in the manner specified in Schedule “A” of this Agreement. All actions to be undertaken by the Agents in the United States in connection with the matters contemplated herein shall be undertaken through a duly registered U.S. broker-dealer Affiliate in good standing with the Financial Industry Regulatory Authority, Inc. (the “ U.S. Affiliates ”) or a U.S. registered broker-dealer that is a member of the selling group engaged in connection with such offer or sale.

2.3 Filings. Heliostar hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by Heliostar in connection with the issue and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions, and the Agents agree to assist Heliostar in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by Heliostar.

2.4 Solicitation of Orders. Neither Heliostar nor the Agents shall: (i) provide to prospective purchasers of the Units any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising.

3. Representations, Warranties and Covenants of the Agents

3.1 Each Agent hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to Heliostar that (and will use its commercially reasonable efforts to cause any members of its selling groups to):

• (a) it will conduct activities in connection with arranging for the sale and distribution of the Units in compliance with all Applicable Securities Laws and the provisions of this Agreement;

• (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Units or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the Units or filing of a prospectus or similar document with respect thereto or compliance by Heliostar with regulatory requirements (including

-9-

any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;

• (c) it will obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by Heliostar; and

• (d) it is duly registered pursuant to the provisions of the Applicable Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed or, with respect to actions undertaken in the United States and/or with respect to U.S. Purchasers, through a U.S. Affiliate as described in Section 2.2.

4. Covenants of Heliostar

4.1 Heliostar hereby covenants to the Agents, the U.S. Affiliates and to the Purchasers, as applicable, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units and the completion of the Offering, as follows:

• (a) Heliostar shall duly execute and deliver, at or prior to the Closing Time, the Offering Documents and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by Heliostar;

• (b) Heliostar shall use its reasonable best efforts to fulfil, at or prior to the Closing Time, each of the conditions set out in Section 6;

• (c) Heliostar shall ensure that the Unit Shares, Warrant Shares, and Broker Warrant Shares upon issuance, are duly and validly issued as fully paid and non-assessable common shares of Heliostar, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Offering Documents;

• (d) Heliostar shall ensure that the Warrants, upon issuance, are duly and validly created and shall have the attributes corresponding in all material respects to the description thereof set forth in the Offering Documents;

• (e) Heliostar shall ensure that the Broker Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in the Offering Documents;

• (f) Heliostar shall use the net proceeds of the Offering on a basis consistent with that described in the Term Sheet;

• (g) Heliostar shall retain Computershare Trust Company of Canada as warrant agent in respect of the Warrants;

• (h) Heliostar shall not issue or sell any Common Shares or financial instruments convertible or exercisable into Common Shares or announce any intention to do so until the date which is 120 days after the Closing Date without the prior written

-10-

consent of the Agents, such consent not to be unreasonably withheld or delayed, except, as applicable in the case of Heliostar or the applicable individual, in conjunction with: (i) the grant or exercise of stock options and other similar issuances, in each case pursuant to the stock option plan of Heliostar and other share compensation arrangements; (ii) the exercise of outstanding warrants; (iii) obligations of Heliostar in respect of existing agreements as at the date of the Engagement Letter; and (iv) the issuance of securities by Heliostar in connection with arm’s length acquisitions in the normal course of business;

• (i) Heliostar shall use its commercially reasonable efforts to cause each of the directors and officers of Heliostar to execute and deliver lock-up agreements in the form of Schedule “B” attached to this Agreement at or prior to the Closing Time in accordance with Section 6.1(j);

• (j) Heliostar shall use its reasonable best efforts to ensure the TSXV Listing Approval is obtained prior to the Closing Date;

• (k) Heliostar shall use its reasonable best efforts to obtain all consents, including approvals, permits, authorizations or filings as may be required under applicable corporate Laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by Heliostar of its obligations under the Offering Documents, as applicable; and

• (l) Heliostar shall forthwith notify the Agents of any breach of any covenant contained in the Offering Documents by any party thereto, or upon it becoming aware that any representation or warranty of Heliostar contained in the Offering Documents is or has become untrue or inaccurate in any material respect.

5. Representations and Warranties of Heliostar

5.1 Heliostar hereby represents and warrants to the Agents, the U.S. Affiliates and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Units and the completion of the Offering, as follows:

• (a) Corporate Existence. Heliostar is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia. No proceedings have been taken or authorized by Heliostar in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Heliostar.

• (b) Subsidiaries.

• (i) Each of the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of their respective jurisdictions. No proceedings have been taken or authorized by any of the Subsidiaries in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of any of the Subsidiaries.

• (ii) Heliostar is the direct or indirect legal, registered and beneficial owner of the issued and outstanding shares or other equity interests of each of the Subsidiaries, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever. All of such shares or equity

-11-

interests in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares or equity interests and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from Heliostar of any interest in any of such shares or equity interests for the issue or allotment of any unissued shares or other equity interests in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares or equity interests.

• (c) Capacity and Power. Each of Heliostar and the Subsidiaries have the requisite corporate power and authority and capacity to own or lease its assets and carry on its business as currently being conducted and as contemplated to be carried on. Heliostar has the requisite corporate power and authority to enter into and perform its obligations under each of the Offering Documents, including but not limited to the creation and issuance of the Securities and the Broker Warrants and Broker Warrant Shares issuable upon exercise thereof.

• (d) Binding Obligation. The execution, delivery and performance of its obligations under each of the Offering Documents by Heliostar and the consummation by it of the transactions contemplated hereby and thereby, including but not limited to the creation and issuance of the Securities and the Broker Warrants and Broker Warrant Shares issuable upon exercise thereof, has been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the board of directors or shareholders of Heliostar is or will be required. Each of the Offering Documents constitutes a valid and binding obligation of Heliostar, enforceable against Heliostar in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other laws of general application limiting the enforcement of creditors’ rights generally and by the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.

• (e) Absence of Conflict. None of the execution and delivery of the Offering Documents, the performance of the obligations of Heliostar hereby or thereby, or the completion of the Offering will:

• (i) result in or constitute a breach of any terms or provision of, or constitute a default under, the notice of articles or articles of Heliostar or the Subsidiaries, or any agreement or other commitment to which Heliostar or the Subsidiaries is a party or by which Heliostar or the Subsidiaries is bound;

• (ii) constitute an event which would permit any party to any material Contract with Heliostar or the Subsidiaries to terminate such material Contract;

• (iii) result in the creation or imposition of any Encumbrance on the Common Shares;

• (iv) result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to Heliostar or the Subsidiaries, including under Canadian Securities Laws, (ii) the constating documents or resolutions of Heliostar or the Subsidiaries which are in effect at the date hereof, (iii) any

-12-

mortgage, note, indenture, contract, agreement, partnership, instrument, or other document to which Heliostar or the Subsidiaries is a party or by which it is bound, or (iv) any judgment, decree or order binding on Heliostar or the Subsidiaries.

• (f) No Limitations of Business Operations. Neither Heliostar nor any of the Subsidiaries is a party to, or bound or affected by, any Contract containing any covenant expressly limiting its respective abilities to compete in any line of business, or transfer or move any of its assets or operations.

• (g) Regulatory Approvals. No authorization, approval, order, consent of, or filing with, any Governmental Entity is or will be, to the knowledge of Heliostar, required on the part of Heliostar in connection with the execution, delivery and performance of its obligations under the Offering Documents.

• (h) Compliance with Laws. Each of Heliostar and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with applicable Laws (including specifically consumer protection legislation) in each jurisdiction in which Heliostar and the Subsidiaries carries on business and each of Heliostar and the Subsidiaries holds all material licences, registrations and qualifications in all jurisdictions in which each of Heliostar and the Subsidiaries carries on business which are necessary or desirable to carry on the business of Heliostar and the Subsidiaries, as now conducted and as presently proposed to be conducted under the Offering Documents.

• (i) Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Contract to which Heliostar or the Subsidiaries is a party in order to complete the transactions contemplated by the Offering Documents.

• (j) Constating Documents. The notice of articles and articles of Heliostar and of the Subsidiaries constitute all of the constating documents of Heliostar and of the Subsidiaries and are in full force and effect; no action has been taken and no changes are planned to amend the notice of articles or articles of Heliostar or the Subsidiaries.

• (k) Jurisdictions. Each of Heliostar and the Subsidiaries is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all material respects, in each jurisdiction in which: (i) it owns or leases property, or (ii) the nature or conduct of its business or any part thereof, or the nature of the property of Heliostar and the Subsidiaries or any part thereof, makes such qualification necessary to enable the business to be carried on as now conducted and as proposed to be conducted, to enable the property and assets of Heliostar and the Subsidiaries to be owned, leased and operated by it, except where failure to be so licensed, registered and qualified or to make such filings would not have a Material Adverse Effect on Heliostar or the Subsidiaries.

• (l) Authorized and Issued Capital. Heliostar is authorized to issue an unlimited number of Common Shares. As of the date hereof, 31,805,319 Common Shares are issued and outstanding as fully-paid and non-assessable common shares in the capital of Heliostar. Other than 263,333 warrants, 2,366,667 previously granted stock options, there are no other warrants, conversion privileges, calls or other rights, shareholder

-13-

rights plans, agreements, arrangements, commitments, or obligations of Heliostar to issue or sell any Common Shares or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Common Shares, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Heliostar, and no person is entitled to any pre-emptive or other similar right granted by Heliostar.

• (m) Pre-Emptive Rights.

• (i) No securityholder of Heliostar is entitled to pre-emptive rights or registration rights or similar rights;

• (ii) Heliostar is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; and

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

• (n) Reporting Issuer. Heliostar is a “reporting issuer” in good standing in Alberta and British Columbia. Heliostar is in compliance with all continuous disclosure and other applicable Laws and the Disclosure Documents are free from any misrepresentation. No securities commission or other authority of any government or self-regulatory organization has issued any order preventing the trading of any securities of Heliostar.

• (o) Prior Issuances of Securities; No Foreign Registration; No Cease Trade Orders.

• (i) The offer and sale of all Common Shares and other securities of Heliostar issued and outstanding as of the date of this Agreement have complied with all applicable Laws.

• (ii) Heliostar is not required to file periodic reports with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended.

• (iii) No order ceasing or suspending trading in any securities of Heliostar, prohibiting the sale of securities of Heliostar or the trading of any of Heliostar’s issued securities has been issued and, to the best of Heliostar’s knowledge, no proceedings for such purpose are pending, threatened or contemplated.

• (p) No Voting Trust, etc. Except for any statutorily required hold periods, none of the issued and outstanding Common Shares are, to the knowledge of Heliostar, subject to escrow restrictions, pooling arrangements or voting trusts, whether voluntary or involuntary, other than 21,910,000 Common Shares that are still subject to the voluntary pooling agreement dated August 21, 2020 among Charles Funk, Heliosphere Management Ltd., and Heliostar when it was formerly known as Redstar Gold Corp.

• (q) Non-Arm’s Length Loans, Loans to Insiders, etc. Neither Heliostar nor the Subsidiaries has made any payment or loan to, or borrowed any funds from or is otherwise indebted to, any officer, director, employee, shareholder or any other

-14-

person not dealing at arm’s length with Heliostar or the Subsidiaries, other than as disclosed in the Financial Statements. Neither Heliostar nor the Subsidiaries is a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm’s length with Heliostar or the Subsidiaries, other than as will be disclosed in the Financial Statements as “related party transactions”.

• (r) Books and Records. The Books and Records and minute books of Heliostar and the Subsidiaries are maintained substantially in accordance with all applicable Laws and the minute books and the responses to all of the due diligence requests of the Agents in respect of the Offering are complete and accurate in all material respects. The data room made available to the Agents contains accurate copies of all documents requested and there are no material omissions.

• (s) Public Filings. As of their respective dates, the Disclosure Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Heliostar has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

• (t) Financial Statements.

• (i) The Financial Statements have been prepared in accordance with IFRS and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Heliostar as at the respective dates of such financial statements.

• (ii) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since March 31, 2020 with the auditor of Heliostar.

• (u) Taxes. Heliostar and the Subsidiaries have withheld or collected and remitted all amounts to be withheld or collected and remitted with respect to any Taxes as required under all applicable Tax Laws and have established an adequate reserve for those Taxes not yet due and payable. There are no actions, suits or proceedings, in progress, pending, or, to the knowledge of Heliostar, threatened against Heliostar or the Subsidiaries, in connection with any Taxes. The provisions for Taxes shown on the Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Financial Statements.

• (v) Absence of Changes. Since the most recent balance sheet and statement of loss included in the Financial Statements, there has not been:

• (i) any change in the financial condition, operations, results of operations, or business of Heliostar or the Subsidiaries that has had a Material Adverse Effect nor has there been any occurrence or circumstances which, with the passage of time, might reasonably be expected to have a Material Adverse Effect; or

-15-

• (ii) any damage, destruction or loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by Heliostar or the Subsidiaries which has had, or may reasonably be expected to have a Material Adverse Effect.

• (w) Absence of Undisclosed Liabilities. Heliostar does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), including under any guarantee of any debt, except to the extent reflected or reserved in the Financial Statements or incurred in the ordinary course of business, subsequent to March 31, 2020.

• (x) Absence of Unusual Transactions. Since the most recent balance sheet and statement of loss included in the Financial Statements:

• (i) Heliostar and the Subsidiaries have conducted their business only in the usual, ordinary and regular course and consistent with past practice;

• (ii) no liability or obligation of any nature, other than those related to the Offering, whether absolute, accrued, contingent or otherwise that has had or is reasonably likely to have a Material Adverse Effect, has been incurred; and

• (iii) no event that has had or is reasonably likely to have a Material Adverse Effect has occurred.

• (y) Employees. There are no outstanding amounts payable to employees of Heliostar or the Subsidiaries other than in the ordinary course of business.

• (z) Management Contracts. Heliostar and the Subsidiaries are not a party to any written management contract, including, without limitation, any contract which provides for a right of payment in the event of a change in control of Heliostar or the Subsidiaries, except for written management contracts with each of Charles Funk, Sam Anderson, Mahesh Liyanage, and Rob Grey.

• (aa) Material Contracts. Heliostar and the Subsidiaries are not in default or breach of any material Contract, and, to the knowledge of Heliostar, there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. To the knowledge of Heliostar, no counterparty to any material Contract is in default of any of its obligations under any material Contract, Heliostar and the Subsidiaries are entitled to all benefits under each material Contract, as applicable, and Heliostar and the Subsidiaries have not received any notice of termination of any material Contract and, to the best of Heliostar’s knowledge, no such terminations are pending, threatened or contemplated.

• (bb) Litigation. There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of Heliostar or the Subsidiaries, pending, commenced, or, to the knowledge of Heliostar, threatened or contemplated that would have a Material Adverse Effect on the business and operations of Heliostar or the Subsidiaries. There is no outstanding judgment, decree, order, ruling or injunction involving Heliostar or the Subsidiaries or relating in any way to the Offering.

-16-

• (cc) Finder’s Fees. Other than in respect of the Agents under the Offering, Heliostar has not retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder in connection with the Offering.

• (dd) Scientific and Technical Information.

• (i) The Technical Report for the Unga Project conforms in all material respects with the requirements of NI 43-101 at the time of filing thereof.

• (ii) Heliostar made available to the authors of the Technical Report for the Unga Project, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.

• (iii) Heliostar is in compliance in all material respects with the provisions of NI 43101, has filed or will file all technical reports required thereby, and there has been no material change of which Heliostar is aware that would, to the knowledge of Heliostar, disaffirm or materially change any aspect of any of the Technical Report for the Unga Project.

• (ee) Interest in Mineral Properties. Other than in respect of certain Encumbrances pursuant to the NIR Agreement, the TAC Royalties, and the Heliodor Royalties:

• (i) Heliostar or the Subsidiaries, as applicable, are the sole legal and beneficial owners, and have valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or lien: (i) to their mining or any other kind of concessions, claims, permits and all other rights or goods relating in any manner whatsoever to their interest in, or exploration, prospecting or exploitation for minerals on the Unga Project and the Heliodor Projects, in each case, as are necessary to perform the operation of their business as presently owned and conducted; (ii) to their real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Heliostar or the Subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all their water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of their business as presently owned and conducted; and (iii) to, or are entitled to the benefits of, all of their properties and assets of any nature whatsoever and to all benefits including all the properties and assets reflected in the balance sheet forming part of the Financial Statements (collectively, the “ Heliostar Assets ”), together with all additions thereto. The Heliostar Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. Heliostar is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the Heliostar Assets.

• (ii) All mining concessions, mining claims or mineral property in which Heliostar or the Subsidiaries have an interest or right, including the Heliostar Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all Laws and are valid and subsisting. Heliostar and the

-17-

Subsidiaries’ mining concessions, claims, leases, licences or permits comply with all applicable Laws and are not subject to any nullity or voidance actions under any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The mining concessions, claims, leases, licences or permits owned by Heliostar or the Subsidiaries do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than Heliostar or the Subsidiaries has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. Heliostar and the Subsidiaries’ surface rights, access rights and other rights and interests relating to their mining concessions, claims, leases, licences or permits, grant each of Heliostar and the Subsidiaries the right and ability to conduct their business as currently conducted as disclosed in the Financial Statements with only such exceptions that do not materially interfere with Heliostar or the Subsidiaries’ use of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Heliostar or the Subsidiaries and free and clear of all material encumbrances.

• (iii) Each of Heliostar and the Subsidiaries have duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Heliostar or the Subsidiaries under any agreement pertaining to the respective Heliostar Assets or to their other respective assets or properties and each such lease, contract or other agreement is enforceable and in full force and effect.

• (iv) (A) Heliostar and the Subsidiaries have the exclusive right to deal with the Heliostar Assets; (B) no person or entity of any nature whatsoever other than Heliostar or the Subsidiaries has any interest in the Heliostar Assets or any right to acquire or otherwise obtain any such interest; (C) other than as set out in the Financial Statements there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Heliostar or the Subsidiaries’ interests in the Heliostar Assets, and no such rights are threatened; (D) Heliostar and the Subsidiaries have not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Heliostar Assets; and (E) the Heliostar Assets are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the

-18-

lapse of time or the happening of any other event or condition, would become a default or event of default by Heliostar or the Subsidiaries under any of the tenures, licences, leases, documents, instruments or any other agreement pertaining to the Heliostar Assets and to the knowledge of Heliostar, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the Heliostar Assets are in default thereunder except to the extent such that such defaults would not result in a Material Adverse Effect.

• (v) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Heliostar that are threatened, affecting or which would affect Heliostar or the Subsidiaries’ right, title or interest in the Heliostar Assets or the ability of Heliostar or the Subsidiaries to explore, prospect, exploit or develop the Heliostar Assets, including the title to or ownership of the foregoing, or which might involve the possibility of any judgement or liability affecting the Heliostar Assets.

• (vi) Heliostar has provided the Agents with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Unga Project and the Heliodor Projects, and Heliostar and/or the Subsidiaries has the sole right, title and ownership of all such information, data, reports and studies.

• (vii) There are no landowner’s royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which Heliostar or the Subsidiaries is bound on or in relation to the Heliostar Assets. To the knowledge of Heliostar, none of the Heliostar Assets are subject to forfeiture or reduction by reference to payout of or production penalty on any well or otherwise or, to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under Heliostar or the Subsidiaries, except to the extent that all such reductions or changes to an interest would not result in a Material Adverse Effect on Heliostar or the Subsidiaries.

• (ff) Expropriation. No property or asset of Heliostar or the Subsidiaries has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of Heliostar, is there any intent or proposal to give any such notice or commence any such proceeding.

• (gg) Environmental.

• (i) Heliostar and the Subsidiaries are in compliance in all material respects with Environmental Laws;

• (ii) Each of Heliostar and the Subsidiaries have operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

-19-

• (iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any of the real property owned or leased by Heliostar or the Subsidiaries or under their control;

• (iv) there have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Heliostar or the Subsidiaries;

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

• (vi) Heliostar and the Subsidiaries have not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

• (vii) there is no Action pending or in progress or, threatened against or relating to Heliostar or the Subsidiaries, which may affect Heliostar or the Subsidiaries any of the properties or assets of Heliostar or the Subsidiaries relating to or alleging any violation of Environmental Laws; and

• (viii) Heliostar and the Subsidiaries hold all licences, permits and approvals required under any Environmental Laws in connection with the operation of their business as presently conducted and the ownership and use of their assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Heliostar or the Subsidiaries, all such licences, permits and approvals of Heliostar and the Subsidiaries are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by Heliostar or the Subsidiaries, and (B) notification relating to reclamation obligations under Environmental Laws, Heliostar and the Subsidiaries have not, to the knowledge of Heliostar, received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated, and neither Heliostar nor the Subsidiaries nor any of their assets are the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and Heliostar and the Subsidiaries are not subject to any known environmental liabilities.

• (hh) Purchases and Sales . Heliostar has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation):

• (i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein

-20-

currently owned, directly or indirectly, by Heliostar or the Subsidiaries whether by asset sale, transfer of shares or otherwise;

• (ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of Heliostar or the Subsidiaries, or otherwise, of Heliostar or the Subsidiaries; or

• (iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of Heliostar.

• (ii) No Restrictions to Compete. Heliostar and the Subsidiaries are not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Heliostar or the Subsidiaries to compete in any line of business, transfer or move any of their assets or operations.

• (jj) Insurance. Heliostar and/or the Subsidiaries maintain policies of insurance naming Heliostar or the Subsidiaries as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Offering.

• (kk) Pension and Employee Benefits. Heliostar and the Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Heliostar or the Subsidiaries including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Heliostar or the Subsidiaries, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on Heliostar or the Subsidiaries.

• (ll) COVID-19. Except as mandated by or in conformity with the recommendations of a Governmental Entity, which government mandates have not materially affected Heliostar or the Subsidiaries, there has been no closure or suspension of the operations or workforce productivity of Heliostar or the Subsidiaries as a result of the novel coronavirus disease outbreak (the “ COVID-19 Outbreak ”). Heliostar and/or the Subsidiaries have been monitoring the COVID-19 Outbreak and the potential impact at all of their operations and have put appropriate control measures in place to ensure the wellness of all of their employees and surrounding communities where Heliostar and the Subsidiaries operate while continuing to operate.

• (mm) Corruption. None of Heliostar, the Subsidiaries, nor any director, officer, or, to the knowledge of Heliostar, agent, employee or other person acting on behalf of Heliostar or the Subsidiaries has, in the course of its actions for, or on behalf of, Heliostar or the Subsidiaries: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended or

-21-

the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

• (nn) Anti-Money Laundering. The operations of Heliostar and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity (collectively, the “ Applicable Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Entity involving Heliostar or the Subsidiaries with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of Heliostar, threatened.

• (oo) Forward-Looking Information. All forward-looking information and statements of Heliostar contained in the Disclosure Documents and the assumptions underlying such information and statements, subject to any qualifications contained therein, was reasonable in the circumstances as at the date on which such statements and assumptions were made.

• (pp) Market Data. The market, industry and economic related data included in the Disclosure Documents was derived from sources which Heliostar reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived.

• (qq) Due Diligence. All documents and information delivered and provided by or on behalf of Heliostar to the Agents as a part of its due diligence in connection with the Offering were complete and accurate in all material respects.

• (rr) Full and Complete Disclosure. None of the foregoing representations, warranties and statements of fact and none of the due diligence documents provided by Heliostar to the Agents in respect of the Offering contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement or representation not misleading to a prospective purchaser of Units who is seeking full information concerning Heliostar or the Subsidiaries and their properties, businesses and affairs. Heliostar further represents and warrants that all public disclosures and filings required to be made by Heliostar by applicable Canadian Securities Laws have been made and filed by Heliostar as of the date hereof.

6. Conditions to Closing

6.1 The following are conditions to the completion of the Agents’ obligations as contemplated in this Agreement, which conditions shall have been fulfilled by Heliostar, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by Canaccord, on behalf of the Agents:

• (a) the board of directors of Heliostar will have authorized and approved the Offering Documents and the Offering and all matters relating to the foregoing;

• (b) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Heliostar or such other

-22-

senior officers of Heliostar as may be acceptable to the Agents, acting reasonably, addressed to the Agents, with respect to: (i) the constating documents of Heliostar, (ii) all resolutions of the board of directors of Heliostar relating to the Offering Documents and the Offering and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of Heliostar, in the form of a certificate of incumbency, and such further certificates and other documentation as may be contemplated in this Agreement or as the Agents may reasonably require;

• (c) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of Heliostar or such other senior officers of Heliostar as may be acceptable to the Agents, acting reasonably, addressed to the Agents, in form and content satisfactory to Canaccord, on behalf of the Agents, acting reasonably, certifying that:

• (i) no order, ruling or determination having the effect of suspending the sale of the Unit Shares or Warrants or any securities of Heliostar has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

• (ii) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Heliostar, on a consolidated basis, since its date of incorporation to the date of this Agreement which has not been disclosed to the Agents;

• (iii) no default or event exists and is then continuing under any of the Offering Documents and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that event, would constitute a default or event of default under any of the Offering Documents;

• (iv) the representations and warranties of Heliostar contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by Heliostar as at the Closing Time after giving effect to the transactions contemplated hereby; and

• (v) Heliostar has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have been waived by the Agents;

• (d) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, each dated the Closing Date, as applicable, from legal counsel to Heliostar and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of Heliostar, with respect to the following matters:

• (i) as to the incorporation and existence of Heliostar and the Unga Subsidiary under the laws of their respective jurisdictions and as to Heliostar and the Unga Subsidiary having the requisite corporate power and capacity under the laws of

-23-

their respective jurisdictions to carry on their business as presently carried on and to own, lease and operate its properties and assets;

• (ii) as to the authorized and issued capital of Heliostar and the Unga Subsidiary, and in respect of the Unga Subsidiary, the ownership thereof;

• (iii) as to the corporate power and authority of Heliostar to enter into and to carry out its obligations under the Offering Documents;

• (iv) all necessary corporate action has been taken by Heliostar to authorize the execution and delivery of the Offering Documents as well as the performance of its obligations thereunder and hereunder;

• (v) the Offering Documents have been duly executed and delivered by Heliostar, and constitute legal, valid and binding obligations of Heliostar enforceable against it in accordance with their respective terms;

• (vi) the execution and delivery of the Offering Documents and the performance by Heliostar of its obligations hereunder and thereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with any term or provision of the constating documents of Heliostar, any resolutions of the shareholders or directors (including committees of the board of directors) of Heliostar or any corporate Laws applicable to Heliostar;

• (vii) the Unit Shares have been validly issued as fully paid and non-assessable Common Shares;

• (viii) the Warrants have been validly issued pursuant to the Warrant Indenture;

• (ix) the Warrant Shares issuable upon exercise of the Warrants have been validly authorized and allotted for issuance and upon payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares;

• (x) the Broker Warrants have been validly issued pursuant to the Broker Warrant Certificates;

• (xi) the Broker Warrant Shares issuable upon exercise of the Broker Warrants have been validly authorized and allotted for issuance and upon payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares;

• (xii) the issuance and sale by Heliostar of the Units to the Purchasers resident in Canadian Selling Jurisdictions and the Broker Warrants to the Agents in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that Heliostar is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-

-24-

106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;

• (xiii) the issuance and delivery by Heliostar of the Warrant Shares upon the exercise of the Warrants and the Broker Warrant Shares upon the exercise of the Broker Warrants will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;

• (xiv) no other documents will be required to be filed, proceedings, taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws in connection with the first trade of the Unit Shares, the Warrants, the Warrant Shares, the Broker Warrants, and the Broker Warrant Shares by the holders thereof, as the case may be, provided that a period of four (4) months and one (1) day has elapsed from the Closing Date and the other requirements of National Instrument 45-102 having been satisfied;

• (xv) Computershare Investor Services Inc., at its office in Vancouver, British Columbia has been duly appointed by Heliostar as the registar and transfer agent of the Common Shares and Computershare Trust Company of Canada, at its office in Vancouver, British Columbia has been duly appointed by Heliostar as the warrant agent under the Warrant Indenture; and

• (xvi) such other matters as the Agents or their counsel may reasonably request;

• (e) if any Units are being sold to U.S. Purchasers pursuant to this Agreement, Heliostar have caused a favourable legal opinion to be delivered to the Agents by United States counsel to Heliostar, in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, to the effect that the sale of such Unit Shares and Warrants to such U.S. Purchasers and the issuance of the Warrant Shares to such U.S. Purchasers on exercise of the Warrants is not required to be registered under the U.S. Securities Act, subject to the usual and customary assumptions, limitations and qualifications, it being understood that no opinion will be expressed as to the subsequent resale of any Unit Shares, Warrants, or Warrant Shares;

• (f) the Agents shall have received a favourable legal opinion addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from local counsel to Heliostar, which counsel in turn may rely, as to matters of fact, on certificates of public officials (as appropriate) with respect to title and mineral rights to the Unga Project;

• (g) the Agents shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which each of Heliostar and the Subsidiaries is incorporated and evidence of all extra-jurisdictional registrations, as applicable;

• (h) the Agents shall have received a certificate from Computershare Investor Services Inc. as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date and from Computershare Trust Company of Canada as to its appointment as the warrant agent with respect of the Warrants;

-25-

• (i) each of the Offering Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel;

• (j) Heliostar shall have delivered to the Agents executed lock-up agreements as contemplated by Section 4.1(i) hereof; and

• (k) the Agents shall, in their sole discretion, acting reasonably, be satisfied with their due diligence review with respect to the business, assets, financial condition, affairs and prospects of Heliostar.

7. Closing

7.1 The Offering will be completed, in one or more tranches, via electronic exchange at the Closing Time or such other dates or times as may be mutually agreed to by Heliostar and Canaccord; provided that if Heliostar has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other dates and times as may be mutually agreed to or such covenant or condition has not been waived by Canaccord, on behalf of the Agents, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

• 7.2 At the Closing Time:

• (a) Heliostar shall deliver to Canaccord, on behalf of the Agents, the Units, whether by way of electronic deposit or delivery of certificates in definitive form, as directed by Canaccord (provided for greater certainty that Units purchased by certain Purchasers shall be delivered to such Purchasers in accordance with the delivery instructions in their respective Subscription Agreements);

• (b) Heliostar shall deliver to Canaccord, on behalf of the Agents, the Broker Warrant Certificates, in definitive form, as directed by Canaccord; and

• (c) Canaccord shall deliver to Heliostar the Net Proceeds and Canaccord shall retain a sum equal to the Agents’ Expenses and the Agents’ Fee, as directed by Heliostar.

8. Rights of Termination

8.1 The Agents (or any of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to Heliostar on or before Closing if, at any time prior to the Closing Time:

• (a) Material Change. There shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed which, in the reasonable opinion of the Agents (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Units or any other securities of Heliostar;

• (b) Disaster. (i) There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, plague, disease, pandemic or accident) including by way of the COVID-19 pandemic only to the extent that there are material adverse developments related thereto after April 7, 2021 or major financial occurrence of national or international consequence or a new or

-26-

change in any law or regulation which in the sole opinion of the Agents or any one of them, acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of Heliostar and its subsidiaries taken as a whole or the market price or value of the securities of Heliostar; (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to Heliostar or any one of the officers or directors of Heliostar or any of its principal shareholders where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSXV or securities commission which involves a finding of wrong-doing; (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of Heliostar is made or threatened by a securities regulatory authority;

• (c) Breach . Heliostar is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by Heliostar in this Agreement becomes or is false;

• (d) Market Out. The state of the financial markets in Canada or elsewhere where it is planned to market the Units is such that, in the reasonable opinion of the Agents (or any one of them), the Units cannot be marketed profitably; or

• (e) Due Diligence Out. The Agents are not satisfied, in their sole discretion, with the completion of their due diligence investigations.

8.2 The rights of termination contained in this Section 8 may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by Heliostar in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Agent, there shall be no further liability on the part of such Agent to Heliostar or on the part of Heliostar to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement.

9. Indemnity

9.1 Heliostar hereby agrees to indemnify and hold harmless, each of the Agents, their affiliates and their respective directors, officers, employees, partners, and shareholders (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to Heliostar by the Indemnified Party hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Indemnified Parties) provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that:

-27-

(a) the Indemnified Party has been grossly negligent or has committed any fraudulent act in the course of such performance; or

(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the actions referred to in 9.1(a).

9.2 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Indemnified Parties may incur as a result of any action or litigation that may be threatened or brought against the Indemnified Parties.

9.3 If for any reason (other than the occurrence of any of the events itemized in 9.1(a) and (b) above), the foregoing indemnification is unavailable to or insufficient to hold the Indemnified Parties, then Heliostar shall contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by Heliostar on the one hand and the Indemnified Parties on the other hand but also the relative fault of Heliostar and the Indemnified Parties, as well as any relevant equitable considerations; provided that Heliostar shall in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agents hereunder pursuant to this Agreement.

9.4 Heliostar agrees that in case any legal proceeding shall be brought against Heliostar and/or the Indemnified Parties by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate Heliostar or any Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to Heliostar by the Agents, the Agent shall have the right to employ their own counsel in connection therewith provided the Agents act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by the Indemnified Parties in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence or fraud of the Indemnified Parties) and out-of-pocket expenses incurred by the Indemnified Parties in connection therewith shall be paid by Heliostar as they occur.

9.5 Promptly after receipt of notice of the commencement of any legal proceeding against the Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from Heliostar, the Agents will notify Heliostar in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to Heliostar, will keep Heliostar advised of the progress thereof and will discuss with Heliostar all significant actions proposed. However, the failure by the Agents to notify Heliostar will not relieve Heliostar of its obligations to indemnify the Indemnified Parties.

9.6 Heliostar shall on behalf of itself and the Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Parties, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by Heliostar without the prior written consent of the Indemnified Parties, acting reasonably, as applicable, and none of the Indemnified Parties, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Indemnified Parties shall have the right to appoint their or their own separate counsel at Heliostar’s cost provided the Indemnified Parties act reasonably in selecting such counsel.

-28-

9.7 The indemnity and contribution obligations of Heliostar shall be in addition to any liability which Heliostar may otherwise have to the Indemnified Parties, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of Heliostar, and any Indemnified Party. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given under this Agreement.

10. Expenses

10.1 Heliostar will pay all reasonable expenses and fees incurred in connection with the Offering, including all fees and disbursements of its legal counsel, expenses related to road shows and marketing activities, filing fees and, with respect to the Agents, (i) the Agents’ reasonable out-of-pocket fees and expenses, and (ii) all reasonable fees and expenses of the Agents’ legal counsel up to a maximum of $75,000, and any applicable taxes on the foregoing amounts (collectively, the “ Agents’ Expenses ”).

10.2 Agents’ Expenses incurred by the Agents, or on their behalf, shall be paid to the Agents on the Closing Date.

10.3 Notwithstanding the foregoing, the Agents’ Expenses shall be reimbursed to the Agents by Heliostar whether or not the Offering is completed.

11. Advertisements

11.1 Heliostar acknowledges that the Agents shall have the right, subject always to Section 2.4, at their own expense, to place such advertisement or advertisements relating to the sale of the Units contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable Law, including Applicable Securities Laws. Heliostar and the Agents each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of applicable securities legislation in any of the provinces and territories of Canada or any other jurisdiction in which the Units shall be offered and sold not being available.

12. Agents’ Compensation

12.1 In consideration of the services to be rendered by the Agents in connection with the Offering, the Agents will receive from Heliostar a cash commission (the “ Agents’ Fee ”) equal to 6.0% of the Gross Proceeds, excluding sales of Units to Purchasers introduced to the Agents by Heliostar (the “ President’s List ”), in which case a cash commission of 3.0% of the Gross Proceeds from Purchasers on the President’s List will be paid to the Agents. The Agents’ Fee shall be payable to the Agents upon completion of the Offering.

12.2 As additional compensation, the Agents will be issued broker warrants (the “ Broker Warrants ”) exercisable to acquire that number of Common Shares (the “ Broker Warrant Shares ”) as is equal to 6.0% of the aggregate number of Units issued pursuant to the Offering, excluding sales of Units to Purchasers on the President’s List, in respect of which the Agents will be issued Broker Warrants equal to 3.0% of the aggregate number of Units issued to Purchasers on the President’s List. Each Broker Warrant shall be exercisable at the Offering Price for a period of 12 months following the Closing Date in accordance with the terms of the Broker Warrant Certificates.

-29-

13. Agents’ Business

13.1 Heliostar acknowledges that the Agents may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Agents and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Heliostar or any other company that may be involved in any transaction with Heliostar. Each Agent and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with Heliostar.

14. Agents’ Authority

14.1 Heliostar shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by Canaccord and Canaccord shall represent the Agents and have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 8 or the exercise of the indemnity rights specified in Section 9 which shall require the action of the relevant Agent. Each of the Agents agrees that Canaccord has been authorized in such regard.

15. Syndication by the Agents.

15.1 The Agents’ obligations under this Agreement shall be several and not joint nor joint and several, and the Agents’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):

Canaccord Genuity Corp.	50%
Sprott Capital Partners LP	30%
Haywood Securities Inc.	10%
Agentis Capital Markets Canada Limited Partnership	10%

15.2 If an Agent shall not complete the sale of the Units which such Agent has agreed to sell hereunder for any reason whatsoever, the other Agents shall be entitled, at their option but without obligation, to sell the Units which would otherwise have been sold by such Agent who fails to sell its Relevant Proportion.

16. Survival of Warranties, Representations, Covenants and Agreements

16.1 All representations, warranties, covenants and agreements of Heliostar herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers, as applicable for a period of two years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by Heliostar or the contribution obligations of the Agents or those of Heliostar shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

-30-

17. General Contract Provisions

17.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to Heliostar:

Heliostar Metals Ltd. 700-1090 West Georgia Street Vancouver, BC V6E 3V7 Attention: Charles Funk Email: charles.funk@heliostarmetals.com

with a copy (not to constitute notice) to:

Clark Wilson LLP 900-885 West Georgia St Vancouver, BC V6C 3H1 Attention: Ethan Minsky Email: eminsky@cwilson.com

or if to the Agents, to Canaccord:

Canaccord Genuity Corp. 161 Bay Street, Suite 3100, P.O. Box 516 Toronto, ON M5J 2S1 Attention: Earle McMaster Email: emcmaster@cgf.com

with a copy (not to constitute notice to the Agents) to:

Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Attention: Chad Accursi Email: caccursi@cassels.com

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

-31-

17.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

17.3 No Fiduciary Duty. Heliostar hereby acknowledges that the Agents are acting solely as agents in connection with the purchase and sale of the Units. Heliostar further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to Heliostar or their respective management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such purchase and sale of any of Heliostar’ securities, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to Heliostar, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and Heliostar hereby confirms its understanding and agreement to that effect. Heliostar and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to Heliostar regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the securities of Heliostar do not constitute advice or recommendations to Heliostar. Heliostar and the Agents agree that the Agents are acting solely as agents in connection with the Offering and not as an agent of or fiduciary of Heliostar and no Agent has assumed, and no Agent will assume, any advisory responsibility in favour of Heliostar with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising Heliostar on other matters).

17.4 Entire Agreement. This Agreement constitutes the entire agreement between the Agents and Heliostar relating to the subject matter of this Agreement.

17.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of Heliostar and the Agents and their respective successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

17.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

17.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

17.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

17.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

-32-

17.11 Counterparts and Facsimile. This Agreement may be executed and delivered by original, facsimile or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Rest of page intentionally left blank]

-33-

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by Heliostar, please communicate your acceptance by executing where indicated below.

Yours very truly,

CANACCORD GENUITY CORP.

Per: (signed) “ Earle McMaster ”

Name: Earle McMaster Title: Director, Investment Banking

SPROTT CAPITAL PARTNERS LP by its General Partner SPROTT CAPITAL PARTNERS GP INC.

Per: (signed) “ David Wargo ” Name: David Wargo Title: Managing Director, Head of Investment Banking

HAYWOOD SECURITIES INC.

Per: (signed) “ Kevin Campbell ” Name: Kevin Campbell Title: Managing Director, Investment Banking

AGENTIS CAPITAL MARKETS CANADA LIMITED PARTNERSHIP

Per: (signed) “ Scott Speed ” Name: Scott Speed Title: Partner

Per: (signed) “ Robert Van Belle ”

Name: Robert Van Belle Title: Partner

-34-

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

HELIOSTAR METALS LTD.

Per: (signed) “ Charles Funk ” Name: Charles Funk Title: Chief Executive Officer

-A-1-

SCHEDULE A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the Agency Agreement dated as of May 4, 2021 among Heliostar and the Agents.

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

1. “Accredited Investor” has the meaning attributed in Rule 501 of Regulation D;

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

3. “ Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the Laws of any country other than the United States, except an issuer meeting the following conditions as of the last day of the most recently completed second quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

4. “ General Solicitation ” and “ General Advertising ” means “ general solicitation ” and “ general advertising ”, respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

5. “ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

6. “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

7. “ SEC ” means the United States Securities and Exchange Commission;

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

-A-2-

1. “ U.S. Affiliate ” means the duly registered United States broker-dealer affiliate of an Agent; and

2. “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENTS

The Agents acknowledge that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws, and the Units may be offered, sold, pledged or transferred, directly or indirectly, only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, each of the Agents represents, warrants and covenants severally (and not jointly and severally) to Heliostar that:

1. It has not offered and sold, and will not offer and sell, any Securities forming part of its allotment or otherwise as a part of the distribution except (a) to non-U.S. Purchasers in an “offshore transaction” , as such term is defined in Rule 902(h) of Regulation S, in accordance with Rule 903 of Regulation S or (b) to, or for the account or benefit of, U.S. Purchasers, except as provided in paragraphs 2 through 12 below. Accordingly, except as provided in paragraphs 2 through 12 below, none of the Agent, any U.S. Affiliate or any person acting on its or their behalf, has engaged or will engage in: (i) any offer to sell or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any person in the United States, or (ii) any sale of Units to, any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or such Agent, U.S. Affiliate or person acting on behalf of either reasonably believed that such Purchaser was outside the United States, (iii) any Directed Selling Efforts, or (iv) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units or the issuance of the Securities.

2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Units, except with its U.S. Affiliate, any selling group members or with the prior written consent of Heliostar. It shall require each selling group member to agree in writing, for the benefit of Heliostar, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to such Agent as if such provisions applied to such selling group member.

3. All offers and sales of Units to, or for the account or benefit of, U.S. Purchasers have been and will be made through its U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable U.S. federal and state securities laws.

4. Its U.S. Affiliate is, and as of the Closing Date shall be, (i) registered as a broker or dealer under the U.S. Exchange Act and under the securities laws of each state where offers and sales of Units have been or will be made (unless exempted from such state’s broker-dealer registration requirements), and (ii) is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.

5. Offers and sales of the Securities to, or for the account or benefit of, U.S. Purchasers have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

-A-3-

1. Offers and sales of Units to, or for the account or benefit of, U.S. Purchasers may be made on behalf of Heliostar to persons who are or are reasonably believed by them to be Accredited Investors or Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

2. All U.S. Purchasers of the Units shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable U.S. state securities laws, and that the Units are being offered and sold to such Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

3. The Agent acting through its U.S. Affiliate may offer the Units to, or for the account or benefit of, U.S. Purchasers only to offerees that they had a pre-existing business relationship with and had reasonable grounds to believe were Accredited Investors or Qualified Institutional Buyers and immediately prior to making any such offer had reasonable grounds to believe and did believe that each offeree was an Accredited Investor or a Qualified Institutional Buyer, and on the date hereof, they continue to believe that each U.S. Purchaser is an Accredited Investor or a Qualified Institutional Buyer.

4. Prior to any sale of Units by the Agent acting through its U.S. Affiliate to, or for the account or benefit of, an Accredited Investor, it will cause each such Accredited Investor to execute and deliver a Subscription Agreement and the United States Accredited Investor Questionnaire, attached as Schedule “C” thereto.

5. Prior to any sale of Units by the Agent acting through its U.S. Affiliate to, or for the account or benefit of, a Qualified Institutional Buyer, it will cause each such Qualified Institutional Buyer to execute and deliver a Subscription Agreement and the Qualified Institutional Buyer Letter, attached as Schedule “D” thereto.

6. Prior to the Closing Date, it will provide Heliostar with a list of all U.S. Purchasers of the Units, and in each case indicate that such U.S. Purchaser is an Accredited Investor or a Qualified Institutional Buyer, as applicable, and the state or other jurisdiction in which the Units were offered or sold to such U.S. Purchaser that is an Accredited Investor or a Qualified Institutional Buyer, as applicable. Prior to the Closing Time, it will provide Heliostar with copies of all executed Subscription Agreements and schedules and exhibits attached thereto and will otherwise offer reasonable assistance to Heliostar with respect to Heliostar’ obligations to prepare and file forms and notices required under the U.S. Securities Act and applicable state securities laws in connection with the offer and sale of the Units.

7. The Agent covenants and agrees that it, its Affiliates (including its U.S. Affiliate) and any person acting on its or their behalf will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the purchase or sale of the Units.

8. At the Closing Time, the Agent will, together with its U.S. Affiliate, provide to Heliostar a certificate in the form of Exhibit “I” to this Schedule “A” relating to the manner of the offer and sale of the Units to, or for the account or benefit of, U.S. Purchasers or will be deemed to have represented and warranted that none of it, its Affiliates (including its U.S. Affiliate) or any persons acting on its or their behalf offered or sold Units to, or for the account or benefit of, U.S. Purchasers.

-A-4-

REPRESENTATIONS, WARRANTIES AND COVENANTS OF HELIOSTAR

Heliostar represents, warrants, covenants and agrees that:

1. It reasonably believes (a) that as of the date hereof and on the Closing Date, there is no Substantial U.S. Market Interest in the Securities, (b) it is not now, and as a result of the sale of Units contemplated hereby will not be, registered or required to be registered as an “ investment company ” as such term is defined under the United States Investment Company Act of 1940, as amended, under such Act; and (c) neither it nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

2. During the period that the Units are, or were offered for sale, neither it nor its subsidiaries nor any of its affiliates, nor any person acting on its or its behalf (other than the Agent, its U.S. Affiliates and any persons acting on any of their behalf, in respect of which no representation is made) (i) has made or will make any Directed Selling Efforts, (ii) has engaged in or will engage in any form of General Solicitation or General Advertising or any matter involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act with respect to offers or sales of any of the Securities to, or for the account or benefit of U.S. Purchasers, or (iii) has taken or will take any other action that would cause the exclusion from registration provided by Regulation S or the exemptions from registration provided by Section 4(a)(2) to be unavailable with respect to offers and sales of the Units pursuant to this Schedule “A”.

3. It will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable U.S. state securities laws in connection with the offer and sale of the Units.

4. Except with respect to offers and sales to Accredited Investors or Qualified Institutional Buyers, as applicable, who are U.S. Purchasers or who are acting for the account or benefit of U.S. Purchasers, in reliance upon an exemption from registration under Section 4(a)(2) of the U.S. Securities Act, neither it nor its affiliates or any person acting on its or its behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to, or for the account or benefit of, any U.S. Purchaser; or (B) any sale of Units unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or it, its affiliates, and any person acting on its or their behalf reasonably believes that such Purchaser was outside the United States.

5. None of it, any of its affiliates or any person acting on any of their behalf (other than the Agents, their U.S. Affiliates, or any person acting on any of their behalf, in respect of which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Units or the issuance of the Securities.

6. It covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the sale of the Units and is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Units.

-A-5-

EXHIBIT “I” TO SCHEDULE “A”

AGENT’S CERTIFICATE

In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of Units of Heliostar Metals Ltd.(“ Heliostar ”) pursuant to the Agency Agreement dated May 4, 2021 among Heliostar and the Agents named therein (the “ Agency Agreement ”), each of the undersigned does hereby certify as follows:

• (i) each U.S. affiliate of the undersigned Agent (the “ U.S. Affiliate ”) is (i) a duly registered broker or dealer under the U.S. Exchange Act and under the securities laws of all applicable states where the offers and sales of Units were made (unless otherwise exempted from such state’s broker-dealer registration requirements) and (ii) a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date hereof;

• (ii) all offers and sales of the Units in the United States were made either to Accredited Investors or to Qualified Institutional Buyers;

• (iii) all offers and sales of Units to, or for the account or benefit of, U.S. Purchasers have been effected in accordance with all applicable U.S. federal and state broker dealer requirements;

• (iv) we have provided each offeree of Units that is an Accredited Investor or a Qualified Institutional Buyer with a Subscription Agreement and no other written material was used in connection with the offer and sale of the Units to U.S. Purchasers.

• (v) immediately prior to offering Units to an offeree that was in the United States, we had a preexisting business relationship with and had reasonable grounds to believe and did believe that each offeree was an Accredited Investor or a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Units from Heliostar is either an Accredited Investor purchasing pursuant to Rule 506(b) of Regulation D or a Qualified Institutional Buyer purchasing pursuant to Section 4(a)(2) of the U.S. Securities Act of 1933, as amended;

• (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Units and the issuance of the Securities to, or for the account or benefit of, U.S. Purchasers;

• (vii) prior to any sale of Units by Heliostar to a U.S. Purchaser that is an Accredited Investor, we caused each such U.S. Purchaser to execute and deliver a Subscription Agreement and the United States Accredited Investor Questionnaire attached as Schedule “C” thereto;

• (viii) prior to any sale of Units by Heliostar to a U.S. Purchaser that is a Qualified Institutional Buyer, we caused each such U.S. Purchaser to execute and deliver a Subscription Agreement and the Qualified Institutional Buyer Letter attached as Schedule “D” thereto;

• (ix) none of us, any member of the selling group, or any of our or their affiliates, have taken or will take any action which would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Units or the issuance of the Securities; and

-A-6-

• (x) the offer and sale of the Units has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” thereto.

Capitalized terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule “A” thereto, unless otherwise defined herein.

DATED this ___ day of ____, 2021.

[AGENT]

[U.S. AFFILIATE]

By: By: Name: Name: Title: Title

-B-1-

SCHEDULE B

This is Schedule “B” to the Agency Agreement dated as of May 4, 2021 among Heliostar and the Agents.

FORM OF LOCK-UP AGREEMENT

TO: CANACCORD GENUITY CORP. SPROTT CAPITAL PARTNERS LP HAYWOOD SECURITIES INC.

AGENTIS CAPITAL MARKETS CANADA LIMITED PARTNERSHIP (together, the “Agents”)

WHEREAS the undersigned is currently or could become: (i) the registered or beneficial holder of common shares (“ Common Shares ”) in the issued and outstanding capital of Heliostar Metals Ltd. (“ Heliostar ”); and (ii) a director or officer of Heliostar;

AND WHEREAS the undersigned understands that the Agents have entered into an agency agreement dated May 4, 2021 (the “ Agency Agreement ”) with Heliostar providing for the private placement of Units (the “ Offering ”);

AND WHEREAS in accordance with the terms of the Agency Agreement, it is desirable that the LockedUp Securities (as defined below) be subject to certain restrictions for a limited period of time;

NOW THEREFORE in consideration for the Agents completing the Offering on the terms set out in the Agency Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby enters into this agreement and agrees as follows:

1. All capitalized terms used herein but not otherwise defined herein have the meaning given to them in the Agency Agreement.

2. The undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares held by the undersigned, whether now owned or hereafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership (the “ Locked-Up Securities ”), or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Locked-Up Securities, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, for a period (the “ Lock-Up Period ”) commencing on the date hereof and ending 120 days following the Closing Date, unless the undersigned first obtains the prior written consent of Canaccord, on behalf of the Agents, such consent not to be unreasonably withheld.

3. Section 2 shall not apply to: (a) any sale, transfer or tender of any of the Locked-Up Securities pursuant to a take-over bid or in connection with a merger, business combination, arrangement, restructuring or similar transaction involving Heliostar, provided that in the event such transaction is not completed the Locked-Up Securities shall continue to be subject to this agreement; or (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the undersigned, provided that in (b) any such transferee shall first enter into an agreement in substantially similar form to this agreement, which shall remain in full force and effect until the expiry of the Lock-Up Period.

-B-2-

1. The undersigned authorizes Heliostar to cause its transfer agent during the Lock-Up Period to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of Heliostar with respect to any Locked-Up Securities for which the undersigned is the record holder and, in the case of any such Locked-Up Securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such securities.

2. The undersigned hereby represents and warrants that the undersigned (i) has full power and authority to enter into this agreement, and that, upon the reasonable request of the Agents, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof, (ii) understands that Heliostar and the Agents are relying upon this lock-up agreement in proceeding towards consummation of the Offering, and (iii) understands that it is a condition of the completion of the Offering that certain persons enter into an agreement in the form or substantially in the form hereof. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors and permitted assigns, and shall enure to the benefit of Heliostar, the Agents and their successors and assigns for the duration of the Lock-Up Period. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

3. This agreement shall enure to the benefit of the addressees and their successors and assigns and shall be governed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This agreement may be executed by facsimile or electronic signatures which shall be effective as original signatures.

DATED as of this day of , 2021.

SIGNEDin the presence of: ) ) ) ) ) Witness ) ) ) Name of Witness (please type or print) ) )
	Signature
	Name (please type or print)

-C-1-

SCHEDULE C

SUBSIDIARIES

Entity Name and Relationship with Heliostar	Jurisdiction	Incorporation/Entity/RFC Number
Heliostar Metals USA Inc. (100% directly owned by Heliostar)	Nevada	Entity number: E0193962005-5
Heliostar Metals Alaska Inc. (100% directly owned by Heliostar)	Alaska	Entity number: 134229
Heliodor Metals Ltd. (100% directly owned by Heliostar)	British Columbia	Incorporation number: BC1213835
Heliodor Metals S.A.de C.V. (100% indirectly owned by Heliostar through Heliodor Metals Ltd.)	Mexico	RFC: PRO130320MPA