UNDERWRITING AGREEMENT

October 7, 2025

Carcetti Capital Corp.
67 East 5th Avenue
Vancouver, British Columbia
V5T 1G7

Attention: Glenn Kumoi, President and Chief Executive Officer

Dear Sir:

Scotia Capital Inc., as lead underwriter and sole bookrunner (“Scotia”), together with BMO Nesbitt Burns Inc., Canaccord Genuity Corp., CIBC World Markets Inc., National Bank Financial Inc., Stifel Nicolaus Canada Inc., and Agentis Capital Markets (First Nations Financial Markets Limited Partnership) (collectively with Scotia, the “Underwriters”) understand that Carcetti Capital Corp. (the “Company”) intends to create, issue and sell, 339,268,500 subscription receipts of the Company (individually a “Subscription Receipt” and, collectively, the “Subscription Receipts”) having the terms described herein, at a price of C$2.00 per Subscription Receipt (the “Offering Price”) for aggregate gross proceeds to the Company of C$678,537,000 (the “Offering”).

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby agree to purchase severally, and neither jointly nor jointly and severally, in the percentages set forth in Section 17, all, but not less than all, of the Subscription Receipts from the Company at the Offering Price on a “bought deal” private placement basis pursuant to exemptions from the prospectus requirements of the Applicable Securities Laws (as defined below). The Company agrees that the Underwriters shall have the right to cause the Subscription Receipts to be purchased by Purchasers (as defined below), including but not limited to Direct Purchasers (as defined below), in the Selling Jurisdictions (as defined below) in place of the Underwriters, and that the obligation of the Underwriters to purchase the Subscription Receipts shall, upon completion and settlement of such sales by such Purchasers, be reduced by an amount equal to the number of Subscription Receipts purchased by such Purchasers from the Company.

The Subscription Receipts will be created pursuant to subscription receipt agreements (the “Subscription Receipt Agreements”) among the Company, Scotia and Odyssey Trust Company, as subscription receipt agent (the “Subscription Receipt Agent”), to be dated as of the Closing Date.

The Subscription Receipts are being issued in connection with the proposed Acquisition (as defined below) involving the Company, Acquireco (as defined below), BGI (as defined below), Pioneer Metals (as defined below), and Barrick (as defined below). In connection with the completion of the Acquisition, it is contemplated that following the satisfaction of the applicable Escrow Release Conditions (as defined below) and the conversion of the Subscription Receipts into Underlying Shares (as defined below), the Company will amalgamate with Mergeco (as defined below) under the CBCA (as defined below) (the “Parentco Amalgamation”) and Acquireco will amalgamate with Barrick Newco (as defined below) under the BCBCA (as defined below) (the “Amalco Amalgamation”, and together with the Parentco Amalgamation, the “Amalgamations”). The Transaction (as defined below), and all transactions contemplated to be completed in connection therewith, will be subject to the approval of the TSXV and certain third-party, shareholder, and regulatory approvals and closing conditions customary in transactions of such nature.

At the Closing Time, the gross proceeds from the sale of Subscription Receipts, less 50% of the Underwriters’ Fees (as defined below) (the “Initial Underwriters’ Fees”) and the full amount of the Eligible Expenses (as defined below), will be deposited into escrow with the Subscription Receipt Agent and shall be deposited or invested, as the case may be, in a short-term interest bearing account or in discount

debt obligations issued or guaranteed by the Government of Canada or otherwise invested in such manner as is acceptable to the Company and the Underwriters, pending the earlier of: (i) satisfaction of the Escrow Release Conditions in accordance with the Subscription Receipt Agreements; and (ii) the occurrence of a Termination Event (as defined below).

Pursuant to and in accordance with the Subscription Receipt Agreements, and upon the satisfaction of the applicable Escrow Release Conditions on or prior to 5:00 p.m. (Toronto time) on the Escrow Release Deadline (as defined below) (the “Escrow Release”): (i) the Subscription Receipt Agent shall immediately release and pay to (a) Scotia, on behalf of the Underwriters, the remaining 50% of the Underwriters’ Fees, together with all interest earned thereon; and (b) the Company (or as the Company may otherwise direct) an amount equal to the balance of the Escrowed Funds (as defined below) held by the Subscription Receipt Agent, and (ii) each Subscription Receipt shall be deemed to be automatically converted, without payment of any additional consideration or further action on the part of the holders of the Subscription Receipts, into one (1) Underlying Share, subject to customary adjustment provisions and other terms and conditions in the Subscription Receipt Agreements. Each Underlying Share will be exchanged for such number of Resulting Issuer Shares (as defined below) in accordance with the Amalgamation Agreement (as defined below) pursuant to the Parentco Amalgamation.

If: (i) the applicable Escrow Release Conditions are not satisfied on or prior to 5:00 p.m. (Toronto time) on the Escrow Release Deadline (as defined below) and, as applicable pursuant to the applicable Subscription Receipt Agreement, the Purchase Agreement (as defined below) is terminated in accordance with its terms as a result thereof; or (ii) the Purchase Agreement is terminated in accordance with its terms prior to the Escrow Release Deadline for any reason (each such event being a “Termination Event”), the Subscription Receipt Agent shall return to each holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by each such holder and the pro-rata portion of interest and other income earned thereon, less applicable withholdings taxes (if any) and the Subscription Receipts shall be cancelled. If the funds available for distribution by the Subscription Receipt Agent are insufficient to satisfy the amounts required to be paid by the Subscription Receipt Agent to each holder of Subscription Receipts, the Company shall fund any shortfall.

The Subscription Receipts may be offered in the Selling Jurisdictions within Canada by way of a private placement to “accredited investors” as such term is defined in NI 45-106 (as defined below) and other prospectus exemptions available under Applicable Securities Laws as agreed to between the Underwriters and the Company. The Subscription Receipts may also be offered and sold to U.S. Purchasers (as defined below) who are Qualified Institutional Buyers (as defined below) pursuant to Rule 144A (as defined below) in accordance with Schedule “A” to this Agreement. The Subscription Receipts may also be offered in Selling Jurisdictions outside Canada and the United States in such jurisdictions as the Company and the Underwriters may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of the Company.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Company agrees to pay to the Underwriters the Underwriters’ Fees. The Initial Underwriters’ Fees shall be payable to the Underwriters on the Closing Date and the remaining 50% of the Underwriters’ Fees will be payable on the date of the Escrow Release.

The Company agrees that the Underwriters 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 the Company, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

The parties further acknowledge that the Company intends to complete a concurrent non-brokered private placement of subscription receipts having substantially the same terms as the Subscription Receipts at a price of US$1.44 per subscription receipt of the Company for aggregate gross proceeds to the Company of approximately US$55,764,475 on materially the same terms as the Offering (the “Concurrent Non-Brokered Offering”).

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

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:

“Acquireco” means 1554943 B.C. Ltd., a wholly-owned subsidiary of Mergeco formed for the purposes of completing the Transaction;

“Acquisition” means the acquisition by the Company of the Hemlo Transferred Assets through the direct and indirect acquisition by the Company of all of the issued and outstanding shares in the capital of Barrick Newco, pursuant to the Purchase Agreement;

“affiliate” has the meaning ascribed to such concept in Section 1(2) of the Securities Act (British Columbia);

“Affiliates” means affiliates of the Underwriters;

“Agreement” means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby;

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

“Amalgamations” has the meaning ascribed to such term on the face page of this Agreement;

“Amalgamation Agreement” means the amalgamation agreement entered into between the Company and Mergeco as at the date hereof;

“Amalgamation Resolution” means the special resolution of the shareholders of the Company to approve the Parentco Amalgamation;

“Applicable Securities Laws” means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders and prescribed forms, and published policy statements issued by a Securities Regulator, including the rules and policies of any stock exchange, in each case, applicable to that person;

“Barrick” means Barrick Mining Corporation;

“Barrick Newco” means 1539041 B.C. ULC, a subsidiary of Barrick that holds or will hold, directly or indirectly, among other things, the Hemlo Transferred Assets;

“BCBCA” means the Business Corporations Act (British Columbia);

“BGI” means Barrick Gold Inc.;

“Bought Deal Letter” means the bought deal letter between Scotia and the Company dated September 10, 2025, as amended;

"Canadian Securities Laws" means collectively, all Applicable Securities Laws in Canada;

"Canadian Securities Regulators" means an applicable Securities Regulator in Canada;

"CBCA" means the Canada Business Corporations Act;

"Closing" means the completion of the sale of the Subscription Receipts as contemplated by this Agreement and the Subscription Agreements;

"Closing Date" means October 7, 2025 or such other date as the Company and Scotia, on behalf of the Underwriters, may agree from time to time;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and Scotia, on behalf of the Underwriters, may agree from time to time;

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

"Company" has the meaning ascribed thereto on the face page of this Agreement;

"Company Due Diligence Documents" means all written materials relating to the Company and its subsidiaries (including all financial, marketing, sales and operational information) provided by the Company or its counsel to the Underwriters and their counsel in connection with the Offering;

"Company Subsidiaries" means, collectively, Mergeco and Acquireco;

"Concurrent Non-Brokered Offering" has the meaning ascribed thereto on the face page of this Agreement.

"Debt Instrument" means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

"Direct Purchaser" means a Purchaser that settles the issuance of Subscription Receipts and the payment of proceeds directly with the Company and the Subscription Receipt Agent, as applicable, and shall include, for greater certainty, Wheaton;

"Eligible Expenses" has the meaning ascribed thereto in Section 12.1;

"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;

"Environmental Laws" has the meaning ascribed thereto in Section 6.1.6(a);

"Escrow Release" has the meaning ascribed thereto on the face page of this Agreement;

"Escrow Release Conditions" means:

(a) in respect of all Subscription Receipts issued under the Offering except for Subscription Receipts issued pursuant to the Wheaton Subscription:

(i) the receipt of all third-party approvals that are explicitly set forth as conditions to closing in the Purchase Agreement;

(ii) the satisfaction or waiver of all conditions to the completion of the Acquisition substantially in accordance with the terms of the Purchase Agreement (other than the payment of the Purchase Price (as such term is defined in the Purchase Agreement)); and

(iii) the Company and Scotia, on behalf of the Underwriters, having delivered a joint notice and direction to the Subscription Receipt Agent confirming that the conditions set forth in (i) and (ii) above have been satisfied.

(b) in respect of any Subscription Receipts issued under the Offering pursuant to the Wheaton Subscription:

(i) the receipt of all third-party approvals that are explicitly set forth as conditions to closing in the Purchase Agreement;

(iii) Wheaton and the Company (or an affiliate of the Company) shall have entered into a definitive precious metals purchase agreement and all conditions precedent to closing thereunder shall have been satisfied or waived in accordance with the terms thereof; and

(iv) the Company and Scotia, on behalf of the Underwriters, having delivered a joint notice and direction to the Subscription Receipt Agent confirming that the conditions set forth in (i) to (iii) above have been satisfied.

As a condition precedent to the execution by Scotia of the notices referred to in (a)(iii) and (b)(iv) above, the Chief Executive Officer and Chief Financial Officer of the Company (or such other officers as may be acceptable to Scotia) shall certify to the Underwriters that the applicable Escrow Release Conditions (other than that set out in (a)(iii) and (b)(iv)) above have been satisfied;

"Escrow Release Deadline" means the Outside Date, as such term is defined in the Purchase Agreement;

"Escrowed Funds" means the aggregate gross proceeds of the Offering together with all interest and other income earned thereon, less the Initial Underwriters' Fees and the full amount of the Eligible Expenses, which funds shall be held in escrow by the Subscription Receipt Agent;

"Financial Statements" has the meaning ascribed thereto in Section 6.1.3;

"Governmental Entity" means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

"Hemlo Transferred Assets" shall have the meaning ascribed to such term in the Purchase Agreement;

"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);

"Initial Underwriters' Fees" has the meaning ascribed thereto on the face page of this Agreement;

"Investor Presentations" means the confidential investor presentations of the Company dated August 25, 2025 and September 10, 2025;

"material adverse effect" means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, operations or results of operations;

"Material Agreement" means any material contract, commitment, agreement (written or oral), joint venture instrument, lease or other document, including a license agreement to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

"Mergeco" means 17276583 Canada Ltd., a wholly-owned subsidiary of the Company formed for the purposes of completing the Transaction;

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

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

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

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

"Parentco Amalgamation" has the meaning ascribed thereto on the face page of this Agreement;

"Permit" means any licence, permit, approval, consent, certificates, registration or other authorization of or issued by any Governmental Entity;

"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;

"Pioneer Metals" means Pioneer Metals ULC;

"Public Record" means all information contained in any press release, material change report (excluding any confidential material change report), financial statements or other document of the Company which has been publicly filed by, or on behalf of, the Company on SEDAR+ and/or pursuant to Applicable Securities Laws in Canada or otherwise by or on behalf of the Company since December 31, 2022;

"Purchase Agreement" means the share purchase agreement in respect of the Acquisition dated September 10, 2025, among the Company, Acquireco, BGI, Pioneer Metals and Barrick, including all schedules, disclosure letters, and exhibits thereto;

"Purchaser" means a purchaser who purchased Subscription Receipts pursuant to a Subscription Agreement, and includes, for greater certainty, a Direct Purchaser;

"Qualified Institutional Buyer" means "Qualified Institutional Buyer" as such term is defined in Rule 144A;

"Reporting Provinces" means British Columbia, Alberta, and Ontario;

"Resulting Issuer" means the corporation to be formed pursuant to the Amalgamation Agreement;

"Resulting Issuer Shares" means the common shares of the Resulting Issuer as constituted immediately following the completion of the Parentco Amalgamation in connection with the Transaction;

"Rule 144A" means rule 144A as promulgated under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"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 Data Analysis and Retrieval+;

"Sellers" means Barrick, BGI, and Pioneer Metals.

"Selling Jurisdictions" means, collectively, (i) all of the provinces and territories of Canada; (ii) the United States; and (iii) those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing, registration statement or comparable obligation arises in such other jurisdictions;

"Subscription Agreements" means the subscription agreements for Subscription Receipts completed by the Purchasers, in the forms agreed upon by the Company and the Underwriters, for the purchase and sale of the Subscription Receipts to Purchasers pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto;

"Subscription Receipt Agent" has the meaning ascribed thereto on the face page of this Agreement;

"Subscription Receipt Agreements" has the meaning ascribed thereto on the face page of this Agreement;

"Subscription Receipts" has the meaning ascribed thereto on the face page of this Agreement;

"subsidiary" has the meaning ascribed thereto in the BCBCA;

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

"Taxes" has the meaning ascribed thereto in Section 6.1.4(f);

"Termination Event" has the meaning ascribed thereto on the face page to this Agreement;

"Transaction" means, collectively, the Acquisition and the Amalgamations, and all transactions contemplated to be completed in connection therewith;

"Transaction Documents" means this Agreement, the Subscription Agreements, the Subscription Receipt Agreements, the Purchase Agreement, and the Amalgamation Agreement;

"Transfer Agent" means Odyssey Trust Company;

"TSXV" means the TSX Venture Exchange;

"Underwriters" has the meaning ascribed thereto on the face page of this Agreement;

"Underwriters' Fees" has the meaning ascribed thereto in Section 14.1;

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

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

"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 Subscription Receipts 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 the applicable Subscription Agreement was executed or delivered;

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

"Underlying Shares" means the Common Shares issuable upon conversion of the Subscription Receipts in accordance with the Subscription Receipt Agreements;

"Voting Support Agreement" means the voting support agreements entered into between the Company and certain shareholders pursuant to which such shareholders have agreed to vote in favour of the Amalgamation Resolution;

"Wheaton" means Wheaton Precious Metals Corp. or its affiliate; and

"Wheaton Subscription" means the purchase of 20,790,000 Subscription Receipts at the Issue Price by Wheaton pursuant to the Offering.

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: The following are the schedules attached to this Agreement, which schedules are deemed to be a part of this Agreement and are hereby incorporated by reference herein:

Schedule "A" - Compliance with United States Securities Laws.

2. Nature of Transaction

2.1 Sale on Exempt Basis

The Underwriters shall offer for sale and sell the Subscription Receipts pursuant to the Offering in the Selling Jurisdictions on a “private placement” basis in compliance with all Applicable Securities Laws such that each of the offer and sale of the Subscription Receipts do not obligate the Company 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.

2.2 U.S. Sales

The parties to this Agreement acknowledge that the Subscription Receipts, Underlying Shares, and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold 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, the Company and the Underwriters 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 Underwriters 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

The Company 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 the Company in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Underwriters agree to assist the Company 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 the Company.

2.4 Solicitation of Orders

Neither the Company nor the Underwriters shall (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Applicable Securities Laws, other than the Investor Presentations; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts 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 Subscription Receipts whose attendees have been invited by general solicitation or advertising.

2.5 Legends

The Subscription Receipts delivered at the Closing, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-based system, or certificates that may be issued, shall have attached to them the restrictive legends regarding resale of such securities as set forth in the Subscription Agreement and/or the Subscription Receipt Agreements, as applicable, and as required by Applicable Securities Laws.

3. Representations as to the Investor Presentations

3.1 In carrying out its responsibilities

In carrying out its responsibilities, the Underwriters will necessarily rely on information prepared by or supplied by the Company or its affiliates, including any of their respective officers, directors, employees, agents and other representatives. In this regard, the Underwriters will be entitled to rely on and

assume no obligation to verify the accuracy or completeness of such information and under no circumstances will be liable for any damages arising out of the inaccuracy or incompleteness of such information. The Company will bear sole responsibility for the accuracy and completeness of any disclosure document prepared in connection with the Offering.

3.2 The delivery to Purchasers of the Investor Presentations shall constitute a representation and warranty by the Company that all information and statements contained in the Investor Presentations in respect of the Company and the Resulting Issuer were true and correct in all material respects at the time of delivery thereof, that the Investor Presentations contain no misrepresentation and that no material fact or information has been omitted therefrom which is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made.

4. Representations, Warranties and Covenants of the Underwriters

4.1 Each Underwriter hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company 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 the Offering in material 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 Subscription Receipts or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials (other than the Investor Presentations) in any country or jurisdiction so as to require registration of the Subscription Receipts or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;

(c) it will obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably;

(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; and

(e) all offers and sales of Subscription Receipts to any U.S. Purchaser shall be made in compliance with Schedule “A” to this Agreement and each Underwriter offering or selling Subscription Receipts in the United States agrees that its U.S. Affiliate will comply with Schedule “A” to this Agreement.

5. Covenants of the Company

5.1 The Company hereby covenants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Subscription Receipts, as follows:

5.1.1 Offering

(a) Due Diligence Process. The Company will, in connection with the Offering, allow the Underwriters (and their counsel) and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require to be conducted prior to the Closing Date and will make available the directors, senior management, qualified persons and legal counsel of the Company and the Resulting Issuer to conduct such procedures as are reasonably required, and to answer the questions of the Underwriters in due diligence meetings to be conducted prior to the Closing Date.

(b) Due Diligence Materials. The Company has made available and provided to the Underwriters (and their counsel), and, on a timely basis, shall make available and provide to the Underwriters (and their counsel), (i) all requested corporate and operating records, material contracts, technical reports, financial information, budgets and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and the Company Subsidiaries; and (ii) all Material Agreements, Debt Instruments, arrangements and understandings in connection with the Transaction.

(c) Use of Proceeds. The net proceeds of the Offering will be used by the Company, upon the Escrow Release in accordance with the Subscription Receipt Agreements, to pay a portion of the purchase price relating to the Acquisition and for expenses related to the Acquisition.

(d) Closing Deliveries. The Company will use its commercially reasonable efforts to fulfill or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 8.1.

(e) Listing of Underlying Shares. The Company will obtain the necessary regulatory consents and approvals for the Offering, including the conditional approval of the TSXV for the listing and trading of the Underlying Shares, prior to the Closing Time on such conditions as are acceptable to the Underwriters and the Company, acting reasonably.

(f) Issuance of Securities. The Company will fulfill all legal requirements to permit the creation, issuance, offering and sale of the Subscription Receipts and the allotment, creation, and issuance of the Underlying Shares and the Resulting Issuer Shares, all as contemplated in this Agreement and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Company and take or cause to be taken all action required to be taken by the Company in connection with the creation, issuance, offering and sale of the Subscription Receipts and the issuance of the Underlying Shares and the Resulting Issuer Shares.

(g) Maintain Reporting Issuer Status. For a period of two years following the Closing Date, the Company and the Resulting Issuer will use its commercially reasonable efforts to remain a reporting issuer under Canadian Securities Laws, provided that this covenant shall not prevent the Company or the Resulting Issuer from completing any transaction which would result in the Company or the Resulting Issuer ceasing to be a "reporting issuer" so long as the holders of Common Shares or Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares or Resulting Issuer Shares have approved the

transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares or Resulting Issuer Shares are then listed or quoted).

(h) Stock Exchange Listing. The Company or the Resulting Issuer, as applicable, will not take any action for a period of two years after the Closing Date which would reasonably be expected to result in the delisting or suspension of its Common Shares or Resulting Issuer Shares on or from the TSXV or on or from any securities exchange, market or trading or quotation facility on which its Common Shares or Resulting Issuer Shares are then listed or quoted, except for a halt as may be customarily requested by the TSXV in respect of the Acquisition, and further provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company or the Resulting Issuer graduating to the TSX or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares or Resulting Issuer Shares are then listed or quoted) so long as the holders of Common Shares or Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares or Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares or Resulting Issuer Shares are then listed or quoted).

(i) Post-Closing Filings. The Company will execute and file with the Securities Regulators, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 under NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 8.1, as are required to be filed by the Company.

(j) Standstill. The Company and the Resulting Issuer will not, without the prior written consent of Scotia on behalf of the Underwriters, which consent shall not be unreasonably withheld, conditioned or delayed, for a period ending 180 days after the release of the Escrowed Funds, directly or indirectly, issue or announce its intention to issue or sell any Common Shares or Resulting Issuer Shares or financial instruments convertible or exchangeable into Common Shares or Resulting Issuer Shares, other than in conjunction with: (i) the Acquisition; (ii) the Offering; (iii) the Concurrent Non-Brokered Offering; (iv) the grant or exercise of stock options, share units and other similar issuances pursuant to the Company's or the Resulting Issuer's stock option plan or long-term equity plan of the Company or the Resulting Issuer and other share compensation arrangements, including, for greater certainty, the sale of any shares issued thereunder; (v) obligations in respect of existing agreements as at the date of the Bought Deal Letter; and (vi) any arm's length acquisition approved by the board of directors of the Company or the Resulting Issuer.

(k) Lock-Ups.

(i) The Company shall use commercially reasonable efforts to cause each director and officer of the Company (including those of the Resulting Issuer to be appointed in connection with the Transaction) to enter into an agreements and agree not to,

without the prior written consent of Scotia, on behalf of the Underwriters, which consent shall not be unreasonably withheld, conditioned or delayed, for a period ending 180 days after the release of the Escrowed Funds, 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 or Resulting Issuer Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, 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 Common Shares or Resulting Issuer Shares, whether such transaction is settled by the delivery of Common Shares or Resulting Issuer Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company or the Resulting Issuer and other customary exceptions.

(ii) The Company shall use commercially reasonable efforts to cause Barrick to enter into an agreement to agree not to, without the prior written consent of Scotia, on behalf of the Underwriters, which consent shall not be unreasonably withheld, conditioned or delayed, for a period ending 90 days after the release of the Escrowed Funds, 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 or Resulting Issuer Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, 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 Common Shares or Resulting Issuer Shares, whether such transaction is settled by the delivery of Common Shares or Resulting Issuer Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company or Resulting Issuer and other customary exceptions.

(1) Purchase Agreement. The Company shall notify the Underwriters in writing of any proposed amendments to the Purchase Agreement. The Company hereby acknowledges and agrees that it will not waive any conditions of closing for its benefit that are set forth in the Purchase Agreement or amend any terms of the Purchase Agreement without the prior written consent of Scotia, on behalf of the Underwriters, acting reasonably.

(m) Escrow Release Conditions. The Company will use its commercially reasonable efforts to satisfy the applicable Escrow Release Conditions prior to the Escrow Release Deadline.

5.1.2 Prior to Escrow Release

(a) Full Particulars. During the period from the date hereof until the earlier of the date of the Escrow Release and the Escrow Release Deadline, the Company will promptly inform the Underwriters in writing of the full particulars of:

(i) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations,

assets, liabilities or obligations (contingent or otherwise), prospects, capital or ownership of the Company or the Hemlo Transferred Assets, as the case may be, to the extent the Company becomes aware of such material change;

(ii) any change in any material fact contained in the Investor Presentations or any amendments or supplements thereto, in respect of the Company or Resulting Issuer which change is, or may be, of such a nature as to result in a misrepresentation in the Investor Presentations or which would result in the Investor Presentations not complying (to the extent that such compliance is required) with Canadian Securities Laws;

(iii) any change in any material fact disclosed in the Public Record; and

(iv) any material fact in respect of the Company or the Hemlo Transferred Assets that had not been previously disclosed to the Underwriters or in the Public Record, to the extent the Company becomes aware of such material fact.

The Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of Scotia, on behalf of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change. The Company shall in good faith discuss with the Underwriters any change which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this section.

(b) Press Releases. During the period commencing on the date hereof and until the earlier of the date of the Escrow Release and the Escrow Release Deadline, the Company will promptly provide to the Underwriters drafts of any press releases of the Company for review by the Underwriters and their counsel prior to issuance, and will not publish those press releases (unless otherwise required by Applicable Securities Laws) except with the prior approval of Scotia, on behalf of the Underwriters, which approval will not be unreasonably withheld or delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and shall include an appropriate notation as follows: "Not for distribution to U.S. news wire services or dissemination in the United States."

(c) Orders, Rulings, etc. The Company will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:

(i) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company or the Resulting Issuer (including the Common Shares or the Resulting Issuer Shares) that has been issued by any Securities Regulator or of any proceedings that have been instituted, threatened or contemplated, for any such purposes; or

(ii) any request of any Securities Regulator for any material information, or the receipt by the Company or Resulting Issuer of any material communication from any Securities Regulator or any other competent authority relating to the Company or Resulting Issuer or which may be relevant to the distribution of the Subscription Receipts, Underlying Shares or the Resulting Issuer Shares;

and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) above or, if any such order is issued, to obtain the withdrawal thereof as promptly as possible, except for a halt as may be customarily requested by the TSXV in respect of the Acquisition.

(d) Notice of Breach. During the period from the date of this Agreement until the Escrow Release, the Company shall promptly inform Scotia, on behalf of the Underwriters (and if requested by the Underwriters, confirm such notification in writing) of the full particulars of any breach or potential breach of any of the representations and warranties in Section 5 and Section 6 of this Agreement.

6. Representations and Warranties of the Company

6.1 The Company hereby represents, warrants and covenants to the Underwriters and the Purchasers, and acknowledges that the Underwriters are relying on same in entering into this Agreement, that:

6.1.1 General Matters

(a) Good Standing of the Company. The Company: (i) is duly existing under the federal laws of Canada and is up-to-date in all material corporate filings and in good standing under the CBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its assets; (iii) has all necessary licences, Permits, authorizations, and other approvals necessary to permit it to conduct its business and all such licences, Permits, authorizations and approvals are in full force and effect in accordance with their terms; and (iv) has all requisite corporate power and authority to issue and sell the Subscription Receipts, to issue the Underlying Shares and the Resulting Issuer Shares, to enter into the Transaction Documents and to carry out its obligations hereunder and thereunder.

(b) Ownership of Subsidiaries. The Company Subsidiaries are the only subsidiaries of the Company and all of the securities of such Company Subsidiaries are held by the Company, free and clear of all mortgages, liens, charges, pledges, security interests, Encumbrances, claims and demands whatsoever, and the Company is entitled to the full beneficial ownership of all such shares in the Company Subsidiaries. All of such shares in the capital of the Company Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid shares and no person, other than the Company 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 the Company of any interest in any of such shares, or for the issue or allotment of any unissued shares in the capital of the Company Subsidiaries or any other security convertible into or exchangeable for any such shares.

(c) Good Standing of Company Subsidiaries. Each Company Subsidiary: (i) has been duly incorporated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its assets; (iii) has all necessary licences, permits, authorizations, Permits and other approvals necessary to permit it to conduct its business and all such licences, permits, authorizations, Permits and approvals are in full force and effect in accordance with their terms; and (iv) as applicable, has all

requisite corporate power and authority to enter into the Transaction Documents and to carry out its obligations thereunder.

(d) No Insolvency. The Company and the Company Subsidiaries are not insolvent and are able to meet all of their respective financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Company or the Company Subsidiaries, and, other than in connection with the Transaction and the Amalgamations, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Company or the Company Subsidiaries and the Company has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company or the Company Subsidiaries by any other party.

(e) Authorized Capital. The authorized capital of the Company consists of an unlimited number of Class A common shares, Common Shares and Preferred shares, of which, as of the close of business on October 6, 2025, nil Class A common shares are issued and outstanding, 25,669,050 Class B common shares are issued and outstanding and are fully paid and non-assessable, and nil Preferred shares are issued and outstanding.

(f) Convertible Securities. Except in connection with the Offering, the Transaction Documents, the Concurrent Non-Brokered Offering, and 2,535,000 stock options of the Company that are currently outstanding, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company or the Company Subsidiaries.

(g) Voting Control. There is no agreement in force or effect which in any manner affects the voting or control of any of the securities of the Company or any of the Company Subsidiaries, other than the Voting Support Agreements.

(h) Dividends. There is not, in the constating documents or in any Debt Instrument, Material Agreement or other instrument or document to which the Company or any of the Company Subsidiaries is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of Common Shares or by a Company Subsidiary to its parent.

(i) Freedom to Conduct Business. Neither the Company nor any of the Company Subsidiaries are party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or the Company Subsidiaries to compete in any line of business, transfer or move any of their assets or operations or which materially or adversely affects the business practices, operations or condition of the Company and the Company Subsidiaries, on a consolidated basis, other than the Purchase Agreement.

(j) No Violation of Constating Documents. Neither the Company nor any of the Company Subsidiaries is in violation of the provisions of its articles (or equivalent), by-laws or resolutions or any statute or any order, rule or regulation of any court or

governmental agency or both having jurisdiction over it or any of its operation, which violation or the consequences thereof would, alone or in the aggregate, have a material adverse effect on the Company and the Company Subsidiaries, on a consolidated basis.

(k) Material Agreements and Debt Instruments. The Company and the Company Subsidiaries are not a party to any Material Agreements or Debt Instruments which are material to the business of the Company and the Company Subsidiaries, other that the Transaction Documents and those documents contemplated to be entered into with the Transaction.

(l) No Breach or Default. Neither the Company nor the Company Subsidiaries, nor to the Company's knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Company or the Company Subsidiaries or such other person, as applicable, under any Debt Instrument or Material Agreement to which the Company or the Company Subsidiaries are a party or otherwise bound, and all such Debt Instruments and Material Agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default thereunder by the Company, the Company Subsidiaries or, to the Company's knowledge, any other party.

(m) No Material Assets. The Company and the Company Subsidiaries have no material assets (other than cash), other that the Transaction Documents and those documents contemplated to be entered into with the Transaction. The Company and Company Subsidiaries have good and marketable title to their assets free and clear of any Encumbrances whatsoever.

(n) Interest of Insiders. Other than as disclosed in the Public Record, none of the directors or officers of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company and its Company Subsidiaries, on a consolidated basis.

(o) Insurance. Each of the Company and the Company Subsidiaries are insured against such losses and risks and in such amount as are customary in the business in which it is engaged. All policies of insurance insuring the Company, the Company Subsidiaries or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and the Company and the Company Subsidiaries are in compliance with the terms of such policies in all material respects. There are no material claims by the Company or the Company Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause and that would result in a material adverse effect on the Company and the Company Subsidiaries, on a consolidated basis.

(p) Compliance with Laws. Each of the Company and the Company Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, registered or qualified in all jurisdictions in which it is required to be licensed, registered or qualified and all such licenses, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-

compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules, regulations, licenses, registrations and qualifications which could have a material adverse effect on the Company and the Company Subsidiaries (on a consolidated basis).

(q) Minute Books. The minute books and records of the Company and the Company Subsidiaries which the Company has made available to the Underwriters and their counsel, Cassels Brock & Blackwell LLP, in connection with their due diligence investigation of the Company to the date of examination thereof contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects.

6.1.2 Offering

(a) Corporate Actions. Each of the execution and delivery of the Transaction Documents and the performance by the Company and the Company Subsidiaries of its obligations hereunder and thereunder, as applicable, and the transactions contemplated hereby and thereby, including the issuance of the Subscription Receipts, Underlying Shares and the Resulting Issuer Shares have been duly authorized by all necessary corporate action of the Company, and each of the Transaction Documents has been duly executed and delivered by the Company and each constitutes a valid and binding obligation of the Company and the Company Subsidiaries, as applicable, enforceable against the Company and the Company Subsidiaries, as applicable, in accordance with their respective terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable.

(b) Necessary Consents and Approvals. The Company and the Company Subsidiaries, as applicable, have obtained all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of the Transaction Documents, the issuance, creation, sale and delivery, as applicable, of the Subscription Receipts, Underlying Shares and the Resulting Issuer Shares, and the consummation of the transactions contemplated hereby and thereby, other than: (i) customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws; and (ii) such as are contemplated by the Purchase Agreement, including, for greater certainty, the required shareholder approvals required in connection with the Transaction and Amalgamations, that will be satisfied prior to the closing of the Transaction in accordance with the terms of the Transaction Documents.

(c) Absence of Breach. The Company is not in default or breach of, and the execution and delivery of the Transaction Documents, the fulfillment of the terms hereof and thereof by the Company and the issuance, sale and delivery of the Subscription Receipts and the issuance of the Underlying Shares and the Resulting Issuer Shares do not and will not result in a breach of or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with the constitution or constating documents of the Company, any resolutions of the shareholders or directors of the Company, the terms of any Debt Instrument or Material

Agreement, or any judgment, decree, order, statute, rule or regulation applicable to any of them, which breach or default would have a material adverse effect on the Company.

(d) Validly Issued Subscription Receipts. Upon payment of the aggregate Offering Price therefor, the Subscription Receipts will be validly issued in accordance with the terms of the Subscription Receipt Agreements.

(e) Validly Authorized Underlying Shares. The Underlying Shares issuable pursuant to the conversion of the Subscription Receipts, when issued, will be duly issued in accordance with the terms of the Subscription Receipt Agreements and such Underlying Shares, when issued, shall be duly issued as fully paid and non-assessable Common Shares.

(f) Validly Authorized Resulting Issuer Shares. The Resulting Issuer Shares issuable pursuant to the Parentco Amalgamation, when issued, will be duly issued in accordance with the terms of the Amalgamation Agreement and such Resulting Issuer Shares, when issued, shall be duly issued as fully paid and non-assessable Resulting Issuer Shares.

(g) Purchases and Sales. Other than in connection with the Transaction, the Company and the Company Subsidiaries have not approved, are not contemplating and have not entered into any agreement in respect of, nor have any knowledge of:

(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 currently owned, directly or indirectly, by the Company or the Company 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 the Company or the Company Subsidiaries or otherwise) of the Company; 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 the Company.

(h) Subscription Receipt Agent. The Subscription Receipt Agent, at its principal transfer office in Toronto, Ontario, has been appointed as the subscription receipt agent for the Subscription Receipts.

(i) Transfer Agent. The Transfer Agent, at its principal office in Calgary, Alberta has been appointed as the registrar and transfer agent for the Common Shares.

(j) Description of Subscription Receipts. The attributes of the Subscription Receipts conform in all material respects with the description thereof in the Subscription Agreements, the Subscription Receipt Agreements and this Agreement.

(k) Control Person. Other than as disclosed to and agreed upon by Scotia, on behalf of the Underwriters, the completion of the Offering and the Transaction will not result in any new control person of the Company.

(1) Entitlement to Proceeds. Upon satisfaction of the applicable Escrow Release Conditions, other than the Company and the Underwriters, in accordance with the Subscription Receipt Agreements, there is no person that is or will be entitled to demand the proceeds of the Offering.

(m) Fees and Commissions. Other than the Underwriters, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering.

6.1.3 Financial Matters

(a) Financial Statements. The audited financial statements as at and for the years ended December 31, 2024 and 2023 of the Company and the unaudited condensed interim financial statements for the six months ended June 30, 2025 and 2024 (collectively, the "Financial Statements") have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company as at such dates and results of operations of the Company for the periods then ended and there has been no material change in accounting policies or practices of the Company since December 31, 2024.

(b) Contingent Liabilities. The Company and the Company Subsidiaries do not have any liabilities, arrangements, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein, other than liabilities or obligations which would not have a material adverse effect on the Company and the Company Subsidiaries, on a consolidated basis.

(c) Off-Balance Sheet Amounts. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company or the Company Subsidiaries with unconsolidated entities or other persons that could reasonably be expected to have a material adverse effect on the Company and the Company Subsidiaries, on a consolidated basis.

(d) No Material Change. Since December 31, 2024, except as disclosed in the Public Record:

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, on a consolidated basis;

(ii) there has not been any material change in the capital stock or long-term debt of the Company and the Company Subsidiaries, on a consolidated basis; and

(iii) the Company and the Company Subsidiaries have carried on their respective businesses in the ordinary course.

(e) Internal Controls. The Company and the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i)

transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the carrying values for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(f) Related Party Indebtedness. Neither the Company nor the Company Subsidiaries is party to any material Debt Instrument or has any material loans or other indebtedness outstanding with any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Company or the Company Subsidiaries.

(g) Auditors. The Company's auditors who audited the financial statements of the Company as at and for the years ended December 31, 2024 and 2023 and who provided their respective audit reports thereon are independent public accountants as required under Canadian Securities Laws.

(h) Absence of Reportable Event. There has never been a "reportable event" (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations) between the Company and the present or former auditors of the Company and the present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.

6.1.4 Compliance with Securities Laws, Exchange Rules and Corporate and Taxation Laws

(a) Reporting Issuer. The Company is a reporting issuer, or the equivalent thereof, in the Reporting Provinces and is not included on a list of defaulting reporting issuers maintained by any of the Securities Regulators of such provinces. The Company is not currently in default of any requirement of the Canadian Securities Laws in which would have a material adverse effect on the Company and the Company Subsidiaries.

(b) Common Shares Listed. The issued and outstanding Common Shares are listed for trading on the TSXV and no order ceasing or suspending trading in any securities of the Company or prohibiting the trading of any of the Company's issued securities has been issued to the Company or its directors, officers or promoters, and no investigations or proceedings for such purpose are, to the knowledge of the Company, pending or threatened, except for a halt as may be customarily requested by the TSXV in connection with the Acquisition. The Company has not taken any action which would reasonably be expected to result in the delisting or suspension of trading of the Common Shares on the TSXV, except for a halt as may be customarily requested by the TSXV, and the Company is currently in material compliance with the rules and regulations of the TSXV.

(c) Prior Transactions. All previous transactions completed by the Company since December 31, 2022 have been fully disclosed to the Underwriters, were completed in material compliance with all applicable laws and all necessary corporate, third party and regulatory approvals, consents, authorizations, registrations and filings required in

connection therewith were obtained or made, as applicable, and complied with in all material respects.

(d) Filings and Fees. All filings and fees required to be made and paid by the Company and the Company Subsidiaries pursuant to applicable corporate laws, Applicable Securities Laws and other applicable laws, regulations or rules in the Reporting Provinces have been made and paid.

(e) Filing of Confidential Material Change Report. The Company has not filed any confidential material change reports or similar confidential report with any Canadian Securities Regulators that are still maintained on a confidential basis.

(f) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company or the Company Subsidiaries been paid except for where the failure to pay such Taxes would not constitute an adverse material fact of the Company and the Company Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Company Subsidiaries, on a consolidated basis. All tax returns, declarations, remittances and filings required to be filed by the Company or the Company Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading in each case except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Company and the Company Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Company Subsidiaries, on a consolidated basis. To the knowledge of the Company, no examination by any governmental authority of any tax return of the Company or the Company Subsidiaries is currently in progress except in the ordinary course and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Company, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Company and the Company Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Company Subsidiaries, on a consolidated basis.

6.1.5 Disclosure Matters

(a) Accuracy of Public Record. All information in the Public Record which has been disclosed by the Company relating to the Company and the Company Subsidiaries and their respective businesses, assets and liabilities is true and correct in all material respects, does not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such information materially misleading and the Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part 16.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (British Columbia) and analogous secondary market liability disclosure provisions under Applicable Securities Laws in the Selling Jurisdictions. The Company has at all times complied with its obligations to make timely disclosure of all material changes and material facts relating to it and

there is no material change or material fact relating to the Company or the Company Subsidiaries which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Canadian Securities Regulators in the Reporting Provinces.

(b) Accuracy of Company Due Diligence Documents. To the knowledge of the Company, all information contained in the Company Due Diligence Documents are, as of the date of such information, full, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information materially misleading.

(c) Forward-Looking Information. With respect to forward-looking information contained in the Public Record and the Investor Presentations:

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;

(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information (including by incorporation by reference); and states the material factors or assumptions used to develop forward-looking information; and

(iii) the Company has updated such forward-looking information to the extent required by and in compliance with Applicable Securities Laws.

6.1.6 Environmental Matters

(a) Environmental Laws. The Company and the Company Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the "Environmental Laws") relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances.

(b) Breach of Environmental Laws. Neither the Company nor the Company Subsidiaries, including if applicable to the knowledge of the Company any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Law, and neither the Company nor the Company Subsidiaries, including if applicable to the knowledge of the Company any predecessor companies, have settled any allegation of material non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Company Subsidiaries, nor has the Company or any Company Subsidiary received notice of any of the same.

6.1.7 Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

(a) Actions, Proceedings and Investigations. There are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company) commenced, or, to the knowledge of the Company, threatened or pending, against or affecting the Company, the Company Subsidiaries or to which their respective assets are subject at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company and the Company Subsidiaries are not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity which either separately or in the aggregate would have a material adverse effect on the Company, and the Company Subsidiaries (on a consolidated basis) or on the Company's or, as applicable, a Company Subsidiary's ability to perform its obligations under the Transaction Documents.

(b) Change in Legislation. The Company is not aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Entity, which it anticipates will materially and adversely affect the business (as currently carried on or proposed to be carried on), affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Company and the Company Subsidiaries, on a consolidated basis.

(c) Anti-Corruption/Anti-Money Laundering. Neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any of the directors, officers, employees or agents of the Company or the Company Subsidiaries, has made any bribe, payoff, influence payment, kickback or unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, failed to disclose fully any contribution, in violation of any law, made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official or other person charged with similar public or quasi-public duties, or violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or any similar law, regulation or statute in any applicable jurisdictions and the Company has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such laws.

6.1.8 Employment Matters

(a) Employee Plans. Other than as disclosed in the Public Record or as disclosed to the Underwriters, there are no plans related to retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company;

(b) Accruals. There are no material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums,

accrued wages, salaries and commissions and employee benefit plan payments that are required to be reflected in the books and records of the Company or the Company Subsidiaries.

(c) Labour Disputes. There has never been, there is not currently and the Company does not anticipate any labour disruption with respect to the employees or consultants of the Company which has materially adversely affected, is materially adversely affecting or could materially adversely affect the carrying on of the business of the Company or the Company Subsidiaries.

7. Representations and Warranties with respect to the Hemlo Transferred Assets

7.1 The Company hereby:

(a) makes the representations and warranties made to Acquireco by the Sellers in Article 5 of the Purchase Agreement to the Underwriters and the Purchasers as qualified by the disclosure letter to the Purchase Agreement, and acknowledges that the Underwriters are relying on same in entering into this Agreement and agrees that such representations and warranties shall survive the Closing and notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers, as applicable, for a period of two years following the Closing Date;

(b) confirms that:

(i) the representations and warranties of the Company and Acquireco contained in the Purchase Agreement, are true and correct in all material respects, as of the date given subject to the qualifications set out therein;

(ii) to the knowledge of the Company, there has been no (A) actual or alleged breach or default by any party of any provisions of the Purchase Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Purchase Agreement or cause any representation or warranty to be untrue or incorrect in any material respect; or (B) dispute with respect to or termination, cancellation, amendment or renegotiation of the Purchase Agreement, and, to the knowledge of the Company, no state of facts giving rise to any of the foregoing exists;

(iii) to the knowledge of the Company, no event has occurred or condition exists which would reasonably be expected to prevent the applicable Escrow Release Conditions from being satisfied prior to 5:00 p.m. (Toronto time) on the Escrow Release Deadline; and

(iv) immediately following closing of the Acquisition: (i) the Resulting Issuer and its subsidiaries will hold all of the outstanding shares of Barrick Newco and all the freehold patents, leasehold patents, unpatented mining claims and rights-of-way with respect to the applicable Hemlo Transferred Assets; and (ii) the Resulting Issuer and its subsidiaries will own with good and valid title or will have the right, under valid and subsisting leases, all of the property and assets required to be used, or held for use, to operate the applicable Hemlo Transferred Assets in a manner

consistent in all material respects with the operation of the applicable Hemlo Transferred Assets as of the date hereof, other than as set forth in Section 5.16(c) of the disclosure letter to the Purchase Agreement.

8. Conditions to Purchase Obligation

8.1 The following are conditions of the Underwriters’ obligation to complete the purchase of the Subscription Receipts as contemplated hereby, which conditions shall have been fulfilled by the Company on or prior to the Closing Time, other than as may be waived in writing in whole or in part by Scotia, on behalf of the Underwriters:

(a) the board of directors of the Company will have authorized and approved the Transaction Documents and the sale and issuance of the Subscription Receipts and all matters relating to the foregoing;

(b) the Underwriters shall have received certificates dated the Closing Date, signed by appropriate officers of the Company, addressed to the Underwriters, with respect to (i) the constating documents of the Company, (ii) all resolutions of the Company’s board of directors, relating to the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of the Company, 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 Underwriters may reasonably require;

(c) the Underwriters shall have received favourable legal opinions addressed to the Underwriters and the Purchasers, in form and substance satisfactory to the Underwriters’ counsel, acting reasonably, dated the Closing Date, as applicable, from Borden Ladner Gervais LLP, Canadian counsel to the Company and where appropriate, local counsel in the other applicable jurisdictions, which local counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) as to existence of the Company under CBCA and as to the Company having the requisite corporate power and capacity to carry on its business as presently carried on and to own its properties and assets;

(ii) the incorporation and existence of each of the Company Subsidiaries under the laws of its jurisdiction incorporation;

(iii) as to the authorized share capital of each of the Company Subsidiaries and the holders of the issued and outstanding shares of such entity;

(iv) that each of the Company Subsidiaries has all requisite corporate power under the laws of their respective jurisdictions of incorporation to carry on its business as presently carried on and to own its assets and properties;

(v) as to the authorized and issued capital of the Company;

(vi) as to the corporate power and capacity of the Company to carry out its obligations under the Transaction Documents;

(vii) except for the approval of the Amalgamation Resolution by the shareholders of the Corporation pursuant to the CBCA, that all necessary corporate action has been taken by the Company, Mergeco, and Acquireco to authorize the execution and delivery of the Transaction Documents to which it is a party as well as the performance of its obligations thereunder and hereunder;

(viii) that the Transaction Documents to which it is a party have been duly executed and delivered by the Company, Mergeco, and Acquireco and constitute legal, valid and binding obligations of the Company, Mergeco, and Acquireco enforceable against it in accordance with their respective terms;

(ix) that the execution and delivery of the Transaction Documents to which it is a party and the performance by the Company, Mergeco, and Acquireco of its obligations thereunder, including the issuance by the Company of the Subscription Receipts, and in respect of the Resulting Issuer, the issuance by the Resulting Issuer of the Resulting Issuer Shares upon completion of the Parentco Amalgamation, 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 any term or provision of the articles or by-laws of the Company, Mergeco, and Acquireco, the CBCA, the BCBCA, or Canadian Securities Laws;

(x) that the Subscription Receipts have been duly and validly created and issued;

(xi) that the Underlying Shares issuable pursuant to the conversion of the Subscription Receipts, when issued, will be duly issued in accordance with the terms of the applicable Subscription Receipt Agreements and such Underlying Shares, when issued, shall be duly issued as fully paid and non-assessable common shares of the Company;

(xii) that the Resulting Issuer Shares issuable pursuant to the Parentco Amalgamation, when issued, will be duly issued in accordance with the terms of the Amalgamation Agreement and such Resulting Issuer Shares, when issued, shall be duly issued as fully paid and non-assessable common shares of the Resulting Issuer;

(xiii) the issuance and sale by the Company of the Subscription Receipts to the Purchasers resident in the Selling Jurisdictions in accordance with the terms of the Subscription Agreements and the Underwriting Agreement, and the issuance of the Underlying Shares upon the conversion of the Subscription Receipts, are exempt from the prospectus requirements of the Canadian Securities Laws, and no prospectus or other documents are required to be filed, proceeding taken, approval, permit, consent or authorization required to be made, taken or obtained by the Company under the Canadian Securities Laws to permit such issuance and sale; it being noted that the Company is required to (i) file with the applicable provincial securities regulatory authorities within the prescribed time periods, a report in Form 45-106F1, as prescribed by National Instrument 45-106 – Prospectus Exemptions, prepared and executed in accordance with applicable Canadian Securities Laws, together with the requisite filing fees; and (ii) file the Investor Presentations with certain securities regulators in Canada in accordance with Canadian Securities Laws, in each case within the prescribed time periods;

(xiv) prior to completion of the Parentco Amalgamation, the first trade in the Subscription Receipts and the Underlying Shares issued upon conversion of the Subscription Receipts will be a distribution subject to the prospectus requirements of Canadian Securities Laws unless:

(i) the Company is, and has been, a “reporting issuer”, as defined in the Canadian Securities Laws, in a province or territory of Canada for the four months immediately preceding the trade;

(ii) at the time of the trade, at least four months have elapsed from the Closing Date;

(iii) the certificates representing the Subscription Receipts and the Underlying Shares (as applicable), if any, carry a legend in the form prescribed by section 2.5(2)3.(i) of NI 45-102 stating that, unless permitted under securities legislation, the holder of this security must not trade the security before the date which is four months and one day from the Closing Date or if the Subscription Receipts or the Underlying Shares are entered into a direct registration or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing this legend restriction notation;

(iv) the trade is not a “control distribution”, as such term is defined in NI 45-102;

(v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

(vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(vii) if the selling securityholder is an insider or officer of the Company, the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions (“NI 14-101”));

(xv) following completion of the Parentco Amalgamation, the first trade of the Resulting Issuer Shares will be a distribution subject to the prospectus requirements of Canadian Securities Laws unless:

(i) the Resulting Issuer is and has been a “reporting issuer”, as defined in the Canadian Securities Laws, in a province of territory for the four months immediately preceding the trade;

(ii) the trade is not a “control distribution”, as such term is defined in NI 45-102;

(iii) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

(iv) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(v) if the selling securityholder is an insider or officer of the Resulting Issuer, the selling securityholder has no reasonable grounds to believe that the Resulting Issuer is in default of “securities legislation” (as defined in NI 14-101);

(xvi) subject only to the standard listing conditions, the Underlying Shares have been conditionally approved for listing on the TSXV; and

(xvii) such other matters as the Underwriters or their counsel may reasonably request;

(d) if any Subscription Receipts are being sold to U.S. Purchasers pursuant to this Agreement, the Company shall have caused a favourable legal opinion to be delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP, United States counsel to the Company, in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that the sale of such Subscription Receipt to such U.S. Purchasers 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 Subscription Receipts;

(e) the Company will have caused: (a) the Transfer Agent to deliver a certificate confirming its appointment and as to the issued and outstanding Common Shares, and (b) the Subscription Receipt Agent to deliver a certificate confirming its appointment;

(f) the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel acting reasonably;

(g) the listing of the Underlying Shares will have been conditionally approved by the TSXV and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained; and

(h) the Underwriters shall have received a certificate of compliance or similar certificate with respect to the jurisdiction in which the Company and the Company Subsidiaries are incorporated.

Closing

9.1 The Offering will be completed via electronic exchange at the Closing Time or such other place, date or time as may be mutually agreed to by the Company and Scotia; provided that if the Company 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 date and time as may be mutually agreed to or such covenant or condition has not been waived by the Underwriters, 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.

9.2 At the Closing Time:

(a) the Company shall deliver to the Underwriters, the Subscription Receipts in electronic form, registered as directed by Scotia, on behalf of the Underwriters, other than with respect to Direct Purchasers;

(b) the Company shall deliver to the Direct Purchasers a physical certificate or DRS advice representing the Subscription Receipts being purchased by the Direct Purchasers;

(c) Scotia, on behalf of the Underwriters, shall deliver to the Subscription Receipt Agent the aggregate gross proceeds of the Offering, (excluding proceeds from sales of Subscription Receipts to Direct Purchasers) less the Initial Underwriters’ Fees and the full amount of the Eligible Expenses; and

(d) the Company shall deliver to the Subscription Receipt Agent the aggregate proceeds from sales of Subscription Receipts to Direct Purchasers.

10. Rights of Termination

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

(a) except for a halt as specified herein or as may be customarily requested by the TSXV, any order to cease or suspend trading in any securities of the Company, or prohibiting or restricting the distribution of the Subscription Receipts, Common Shares or Resulting Issuer Shares is made, or any proceeding is announced or commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn;

(b) any inquiry, investigation (whether formal or informal) or other proceeding in relation to the Company is announced, commenced or threatened by any federal, provincial, state, municipal, other governmental agency or by any securities commission or similar regulatory authority, any stock exchange or any other competent authority, or there is a change or proposed change in law, regulation or policy or the interpretation or administration thereof, if, in the sole opinion of the Underwriters (or any of them), acting reasonably, the change, announcement, commencement or threatening thereof, as the case may be, significantly and seriously adversely affects the distribution or trading of the Subscription Receipts, Common Shares or Resulting Issuer Shares or closing of the Acquisition;

(c) there should develop, escalate, occur or come into effect or existence, or be announced, any event, action, state, condition or occurrence of national or international consequence, any military conflict, civil insurrection, act of terrorism, war or like event, or a governmental action, law, regulation, inquiry or any occurrence of any nature whatsoever, which, in the sole opinion of the Underwriters (or any of them), acting reasonably, seriously adversely affects, or will seriously adversely affect, the North American financial markets generally or the business, operations or affairs of the Company or the Company Subsidiaries (taken as a whole);

(d) there should occur, after the date hereof, any material change involving the Company and the Company Subsidiaries (taken as a whole) or a Material Adverse Change (as defined in the Purchase Agreement), which, in the sole opinion of the Underwriters (or any of them), acting reasonably, has or would reasonably be expected to have a material adverse effect on the market price or value of the Subscription Receipts, Common Shares or Resulting Issuer Shares or closing of the Acquisition; or

(e) the Company is in breach of, default under or non-compliance with any material representation, warranty, term or condition of this Agreement in any material respect and such breach, default or non-compliance is incapable of being cured, provided that in the case of a breach of a representation or warranty or term or condition, such breach, in the sole opinion of the Underwriters (or any of them), acting reasonably, has or would reasonably be expected to have a material adverse effect on the market price or value of the Subscription Receipts, Common Shares or Resulting Issuer Shares or closing of the Acquisition.

10.2 The rights of termination contained in this Section 10 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Underwriter, there shall be no further liability on the part of such Underwriter to the Company or on the part of the Company to such Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of Section 11 (Indemnity) and Section 12 (Expenses) of this Agreement.

11. Indemnity

11.1 The Company (together with the Company Subsidiaries) (collectively, the "Indemnitor") hereby covenants and agrees to indemnify and hold the Underwriters, and each of their subsidiaries and affiliates, and each of their directors, officers, employees, and agents (hereinafter referred to as the "Personnel") harmless 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 the Underwriters and/or their Personnel 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 the Indemnitor by the Underwriters and their Personnel 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 Underwriters and their Personnel) provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) the Underwriters and/or their Personnel have been grossly negligent or have committed any wilful misconduct or fraudulent act in the course of such performance; and

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

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

If for any reason (other than the occurrence of any of the events itemized in paragraphs (a) and (b) of this Section 11), the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel 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 the Indemnitor on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and the Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriters or any Personnel 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 Underwriters hereunder pursuant to this Agreement.

The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel 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 the Indemnitor by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters 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 Underwriters for time spent by the Underwriters or their Personnel in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence, wilful misconduct or fraud of the Underwriters or any of their Personnel) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their Personnel 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 the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel. The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, 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 Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and none of the Underwriters and/or any Personnel, 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 Underwriters and their Personnel shall have the right to appoint their own separate counsel at the Indemnitor's cost provided the Underwriters acts reasonably in selecting such counsel.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the

Underwriters and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any of their Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

12. Expenses

12.1 The Company will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Subscription Receipts; (ii) the reasonable fees and expenses of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; (iv) all reasonable fees and disbursements of the Underwriters’ legal counsel (to a maximum of C$200,000 plus disbursements and applicable taxes); and (v) all other reasonable and documented “out-of-pocket expenses” of the Underwriters (collectively, the “Eligible Expenses”).

12.2 Eligible Expenses shall be reimbursed to the Underwriters by the Company whether or not the Offering is completed. All Eligible Expenses payable to the Underwriters and their legal counsel will be payable upon closing of the Offering.

13. Advertisements

13.1 The Company acknowledges that the Underwriters 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 Subscription Receipts contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Underwriters 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 Subscription Receipts shall be offered and sold not being available.

14. Underwriters’ Fees

14.1 In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay to the Underwriters a cash fee equal to 5.0% of the gross proceeds from the sales of the Subscription Receipts, which shall be reduced to a fee of 1.0% of the gross proceeds from the sale of Subscription Receipts to Wheaton Precious Metals Corp., Orion Resource Partners, Eric Sprott, the Hunt Family, or any of their respective affiliates (such fees, collectively, the “Underwriters’ Fees”).

14.2 The Initial Underwriters’ Fees shall be payable to the Underwriters on the Closing Date and the remaining 50% of the Underwriters’ Fees will be held in escrow by the Subscription Receipt Agent pending satisfaction of the applicable Escrow Release Conditions and will be paid (together with any interest accrued and actually earned thereon) on the date of Escrow Release in accordance with the terms of the Subscription Receipt Agreements. The obligation of the Company to pay the Underwriters’ Fees held in escrow pursuant to the terms of this Section 14.2 shall arise upon the satisfaction of the applicable Escrow Release Conditions on or prior to 5:00 p.m. (Toronto time) on the Escrow Release Deadline and, upon Escrow Release, shall be deducted from the Escrowed Funds and paid to the Underwriters (together with any interest accrued and actually earned thereon), as Scotia shall direct, by the Subscription Receipt Agent.

15. Underwriters' Business

15.1 The Company acknowledges that the Underwriters 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 Underwriters 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 the Company or any other company that may be involved in any transaction with the Company. Each Underwriter 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 the Company.

16. Underwriters' Authority

16.1 The Company 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 Underwriters by Scotia and Scotia shall represent the Underwriters and have authority to bind the Underwriters hereunder except in respect of a notice of termination pursuant to Section 10 or the exercise of the indemnity rights specified in Section 11 which shall require the action of the relevant Underwriter. Each of the Underwriters agrees that Scotia has been authorized in such regard.

17. Syndication by the Underwriters.

17.1 Subject to the terms and conditions of this Agreement, the respective obligations of the Underwriters to purchase the Subscription Receipts shall be several and neither joint nor joint and several. The percentage of the Subscription Receipts to be severally purchased and paid for by each of the Underwriters shall be as follows:

Name of Underwriter	Syndicate Position
Scotia Capital Inc.	57.0%
BMO Nesbitt Burns Inc.	17.0%
Canaccord Genuity Corp.	6.0%
CIBC World Markets Inc.	6.0%
National Bank Financial Inc.	6.0%
Stifel Nicolaus Canada Inc.	6.0%
Agentis Capital Markets (First Nations	2.0%
Financial Markets Limited Partnership)

17.2 In the event that any Underwriter (a "Refusing Underwriter") shall fail to purchase its applicable percentage of the Subscription Receipts which such Underwriter has agreed to purchase hereunder (the "Defaulted Securities") at the Closing Time for any reason whatsoever, including by reason of Section 10 thereof, and (i) if the number of Defaulted Securities does not exceed 10.0% of the number of Subscription Receipts to be purchased hereunder, the other non-Refusing Underwriters (the "Continuing Underwriters") shall be obligated to purchase the Subscription Receipts which the Refusing Underwriter fails to purchase on a pro rata basis according to the number of Subscription Receipts to have been acquired by the Continuing Underwriters or on such other basis as the Continuing Underwriters may agree; or (ii) if the number of Defaulted Securities exceeds 10.0% of the number of Subscription Receipts to be purchased on such date, the Continuing Underwriters shall have the right, but shall not be obligated to purchase the Subscription Receipts which would otherwise have been purchased by the Refusing Underwriter(s). If, with

respect to such Subscription Receipts, the Continuing Underwriters elect not to exercise such rights to assume the entire obligation of the Refusing Underwriter(s), then the Company will have the right to either (A) proceed with the sale of Subscription Receipts (less the Defaulted Securities) to the Continuing Underwriters pursuant to this Agreement, or (B) terminate its obligations hereunder without any further liability on the part of the Company to the Continuing Underwriters, except pursuant to the provisions of Section 11 (Indemnity) and Section 12 (Expenses) in respect of the Continuing Underwriters.

18. Survival of Warranties, Representations, Covenants and Agreements

18.1 All representations, warranties, covenants and agreements of the Company 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 Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters 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 Underwriters by the Company or the contribution obligations of the Underwriters or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

19. General Contract Provisions

19.1 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 the Company:

Carcetti Capital Corp.
67 East 5th Avenue
Vancouver, British Columbia, Canada
V5T 1G7

Attention: Glenn Kumoi, President & Chief Executive Officer
email: [Redacted - Personal Information]

with a copy (not to constitute notice) to:

Borden Ladner Gervais LLP.
1200 Waterfront Centre
200 Burrard Street
Vancouver, British Columbia, Canada
V7X 1T2

Attention: Graeme D. Martindale
email: [Redacted - Personal Information]

or if to the Underwriters:

Scotia Capital Inc.
40 Temperence Street, 6th Floor
Toronto, Ontario
Canada
M5H 1Y4

Attention: Matthew Hind
email: [email protected]

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

Cassels Brock & Blackwell LLP
Suite 2200, RBC Place, 885 West Georgia St.
Vancouver, British Columbia, Canada
V6C 3E8

Attention: Jennifer Traub / James Lyle
email: [email protected] / [email protected]

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 facsimile number.

19.2 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.

19.3 No Fiduciary Duty. The Company acknowledges and agrees that: (a) the Underwriters have acted at arm's length to the Company, no Underwriter has assumed or will assume a fiduciary responsibility in favour of the Company with respect to the Offering or the process leading thereto and no Underwriter has any duty or obligation to the Company with respect to the Offering except the obligations expressly set forth in this Agreement; (b) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (c) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering.

19.4 Entire Agreement. This Agreement, as it may be amended from time to time, constitutes the entire agreement between the Underwriters and the Company relating to the subject matter of this Agreement.

19.5 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.

19.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, 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.

19.7 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.

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

19.9 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.

19.10 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.

19.11 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]

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

Yours very truly,

SCOTIA CAPITAL INC.

Per: (signed) “Matthew Hind”
Matthew Hind
Managing Director & Head, Global Mining and Metals

BMO NESBITT BURNS INC.

Per: (signed) “Jamie Rogers”
Jamie Rogers
Managing Director, Co-Head of Global Metals & Mining

CANACCORD GENUITY CORP.

Per: (signed) “David Sadowski”
David Sadowski
Managing Director, Head of Canadian Metals and Mining
Investment Banking

CIBC WORLD MARKETS INC.

Per: (signed) “Steven Reid”
Steven Reid
Managing Director & Global Head

NATIONAL BANK FINANCIAL INC.

Per: (signed) “Greg Doyle”
Greg Doyle
Director, Global Mining & Metals Investment Banking

STIFEL NICOLAUS CANADA INC.

Per: (signed) “Pierre Laliberté”
Pierre Laliberté
Managing Director

AGENTIS CAPITAL MARKETS (FIRST NATIONS FINANCIAL MARKETS LIMITED PARTNERSHIP)

Per: (signed) “Robert Van Belle”
Robert Van Belle
CEO

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.

CARCETTI CAPITAL CORP.

Per: (signed) “Glenn Kumoi”
Authorized Signatory

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SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the Underwriting Agreement dated as of October 7, 2025 among the Company and the Underwriters.

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

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Regulation S;
“Foreign Issuer” means “foreign issuer” as that term is defined in Regulation S;
“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;
“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;
“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;
“SEC” means the United States Securities and Exchange Commission;
“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S;
“U.S. Affiliate” means the duly registered United States broker-dealer affiliate of an Underwriter; and
“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

Representations, Warranties and Covenants of the Underwriters

The Underwriters acknowledge that the Subscription Receipts, the Underlying Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Subscription Receipts may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities laws. Accordingly, each of the Underwriters represents, warrants and covenants severally (and not jointly and severally) to the Company that:

It has not offered and sold, and will not offer and sell, any Subscription Receipts, the Underlying Shares or Resulting Issuer Shares 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 Regulation S, in accordance with Rule 903 of Regulation S or (b) to U.S. Purchasers as provided

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in paragraphs 2 through 14 below. Accordingly, except as provided in paragraphs 2 through 14 below, none of the Underwriter, its 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 Subscription Receipts to any person in the United States, or (ii) any sale of Subscription Receipts 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 Underwriter, 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 Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company. It shall require each selling group member to agree in writing, for the benefit of the Company, 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 Underwriter as if such provisions applied to such selling group member.
All offers and sales of Subscription Receipts to 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 state securities laws.
Its U.S. Affiliate is, and as of the Closing Date shall be, a Qualified Institutional Buyer, is and as of the Closing Date shall be, 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 Subscription Receipts was or will be made (unless exempted from such state's broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.
Offers and sales of Subscription Receipts, the Underlying Shares and the Resulting Issuer Shares 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.
All U.S. Purchasers of the Subscription Receipts shall be informed that the Subscription Receipts, the Underlying Shares and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act, and that the Subscription Receipts are being offered and sold to such Purchasers in reliance on Rule 144A under the U.S. Securities Act and exemptions from applicable state securities laws.
The Underwriter, acting through its U.S. Affiliate, has offered the Subscription Receipts only to U.S. Purchasers with which they had a pre-existing business relationship and had reasonable grounds to believe were Qualified Institutional Buyers, and immediately prior to making any such offer had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and on the date hereof, they continue to believe that each U.S. Purchaser is a Qualified Institutional Buyer.
Prior to any sale of Subscription Receipts by the Underwriter, acting through its U.S. Affiliate, to a U.S. Purchaser, it will cause each such U.S. Purchaser to execute and deliver a Subscription Agreement, including the Qualified Institutional Buyer Letter attached thereto as Schedule "C".

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Prior to the Closing Date, it will provide the Company with a list of all U.S. Purchasers of the Subscription Receipts, and in each case indicate that such U.S. Purchaser is a Qualified Institutional Buyer, and the state or other jurisdiction in which the Subscription Receipts were offered or sold to such U.S. Purchaser that is a Qualified Institutional Buyer. Prior to the Closing Time, it will provide the Company with copies of all executed Subscription Agreements and schedules and exhibits attached thereto.
The Underwriter covenants and agrees that it, its affiliates 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 exchange of the Subscription Receipts.
At the Closing Time, the Underwriter will together with its U.S. Affiliate provide to the Company a certificate in the form of Exhibit "I" to this Schedule "A" relating to the manner of the offer and sale of the Subscription Receipts to U.S. Purchasers or will be deemed to have represented and warranted that none of it, its affiliates or any persons acting on its or their behalf offered or sold Subscription Receipts to U.S. Purchasers.
As of the Closing Date, the Underwriter represents that it 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 Subscription Receipts.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

The Company is a Foreign Issuer and (a) as of the date hereof and on the Closing Date, there is no Substantial U.S. Market Interest in the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares, (b) the Company is not now, and as a result of the sale of Subscription Receipts or other transactions 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 the Company 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.
During the period that the Subscription Receipts are, or were offered for sale, none of the Company, the Company Subsidiaries nor any of their affiliates, nor any person acting on its or their behalf (other than the Underwriter, 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 Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares to 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 Rule 144A, Section 4(a)(2) or Regulation D to be unavailable with respect to offers and sales of the Subscription Receipts.
The Company has not and will not, during the period beginning six months prior to the start of the offering of Subscription Receipts and ending six months after the completion of the offering of Subscription Receipts sell, offer for sale or solicit any offer to buy any of its securities in the United States in a manner that would be integrated with and would cause the exemption from registration

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provided by Rule 144A, Section 4(a)(2) or Regulation D to be unavailable with respect to offers and sales of the Subscription Receipts.

The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Subscription Receipts.
Except with respect to offers and sales to Qualified Institutional Buyers who are U.S. Purchasers or who are acting for the account or benefit of U.S. Purchasers, none of the Company, its affiliates or any person acting on its or their behalf (other than the Underwriters, 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 Subscription Receipts to any U.S. Purchaser; or (B) any sale of Subscription Receipts unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or the Company, its affiliates, and any person acting on its or their behalf reasonably believes that such Purchaser was outside the United States.
None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, 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 Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares.
The Company covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Underwriters, 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 exchange of the Subscription Receipts 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 Subscription Receipts.
As of the Closing Date, none of the Company, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Company participating in the offering of the Subscription Receipts, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale of the Subscription Receipts is subject to any disqualification event contemplated by Rule 506(d) under the U.S. Securities Act.
At the date hereof, neither the Subscription Receipts, the Underlying Shares nor the Resulting Issuer Shares are (A) part of a class listed on a national securities exchange in the United States, (B) quoted in an automated inter dealer system in the United States, or (C) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A under the Securities Act) of less than ten percent for securities so listed or quoted.
For so long as any of the Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it shall either: (A) furnish to the SEC all information required to be furnished in accordance with Rule 12g3-2(b) under the Exchange Act; (B) file reports and other information with the SEC under Section 13 or 15(d) of the Exchange Act; or (C) provide to any holder of Subscription Receipts and any prospective purchaser of Subscription Receipts designated by such

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holder, upon the request of such holder, the information required to be provided by paragraph (d)(4) of Rule 144A.

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EXHIBIT "I" TO SCHEDULE "A"

UNDERWRITER'S CERTIFICATE

In connection with the private placement to U.S. Purchasers of Subscription Receipts of Carcetti Capital Corp. (the “Company”) pursuant to the Underwriting Agreement dated October 7, 2025 between the Company and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows:

(i) each U.S. affiliate of the undersigned Underwriter (the “U.S. Affiliate”) is 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 Subscription Receipts were made (unless otherwise exempted from such state’s broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date thereof;

(ii) all offers and sales of the Subscription Receipts in the United States were made to Qualified Institutional Buyers pursuant to and in compliance with Rule 144A;

(iii) all offers and sales of Subscription Receipts to 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 Subscription Receipts that is a Qualified Institutional Buyer with a Subscription Agreement and the Investor Presentations, and no other written material was used in connection with the offer and sale of the Subscription Receipts to U.S. Purchasers;

(v) immediately prior to offering Subscription Receipts to an offeree that was in the United States, we had a pre-existing business relationship with and had reasonable grounds to believe and did believe that such offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Subscription Receipts from our U.S. Affiliate pursuant to Rule 144A is a Qualified Institutional Buyer;

(vi) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts, the Underlying Shares and the Resulting Issuer Shares to U.S. Purchasers;

(vii) prior to any sale of Subscription Receipts by the Company to a U.S. Purchaser, we caused each U.S. Purchaser to execute and deliver a Subscription Agreement, including the Qualified Institutional Buyer Letter attached thereto as Schedule “C”;

(viii) 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 Subscription Receipts, the Underlying Shares or the Resulting Issuer Shares; and

(ix) the offer and sale of the Subscription Receipts has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto.

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

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DATED this ___ day of _____, 2025.

[UNDERWRITER] [U.S. AFFILIATE]

By: _______ By: ______
Name: _____ Name: ______
Title: _____ Title: _________