AMALGAMATION AGREEMENT

THIS AGREEMENT dated October 7, 2025.

BETWEEN:

CARCETTI CAPITAL CORP.
As Amalgamating Corporation 1
- and -
17276583 CANADA LTD.
As Amalgamating Corporation 2

RECITALS:

A. Each of Amalgamating Corporation 1 and Amalgamating Corporation 2 is a corporation existing under the Canada Business Corporations Act.

B. The authorized capital of Amalgamating Corporation 1 consists of an unlimited number of Class A Common shares, Class B Common shares and Preferred shares, of which, as at the date hereof, 25,669,050 Class B Common shares are issued and outstanding as fully-paid and non-assessable shares of Amalgamating Corporation 1 and nil Class A Common shares and nil Preferred shares are outstanding.

C. The authorized capital of Amalgamating Corporation 2 consists of an unlimited number of Common shares, of which, as at the date hereof, 100 Common shares are issued and outstanding as fully-paid and non-assessable shares of Amalgamating Corporation 2.

D. Amalgamating Corporation 1 and Amalgamating Corporation 2 wish to amalgamate under section 181 of the Act (the "Amalgamation").

IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

Interpretation

(1) In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

(a) “Act” means the Canada Business Corporations Act.

(b) “Agreement” means this amalgamation agreement, including all Schedules to this amalgamation agreement, as amended from time to time in accordance with its provisions.

(c) “Amalgamated Corporation” has the meaning ascribed to that term in Section 2.
(d) “Amalgamating Corporation 1” means Carcetti Capital Corp., a corporation existing under the Act.
(e) “Amalgamating Corporation 1 Share” means a Class B Common share of Amalgamating Corporation 1.
(f) “Amalgamating Corporation 2” means 17276583 Canada Ltd., a corporation existing under the Act.
(g) “Amalgamating Corporations” means Amalgamating Corporation 1 and Amalgamating Corporation 2, and “Amalgamating Corporation” means either of them.
(h) “Articles of Amalgamation” has the meaning ascribed to that term in Section 3.
(i) “Dissenting Shareholder” means a registered holder of Amalgamating Corporation 1 Shares who has validly exercised its dissent rights in respect of the Amalgamation and transactions related thereto under the applicable provisions of the Act.
(j) “Effective Date” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued to Hemlo Mining Corp.
(k) “Parties” means collectively Amalgamating Corporation 1 and Amalgamating Corporation 2, and “Party” means either of them.

(2) In this Agreement:

(a) the division into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and
(c) unless specified otherwise or the context otherwise requires:

(i) references to any Section are references to the Section of this Agreement;
(ii) “including” or “includes” means “including (or includes) but is not limited to” and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

(iii) references to any legislation, statutory instrument or regulation or a section thereof, are references to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time; and
(iv) words in the singular include the plural and vice-versa and words in one gender include all genders.

(3) The following schedules are attached to and form part of this Agreement:

Schedule 1 - Articles of Amalgamation
Schedule 2 - By-Laws of the Amalgamated Corporation

2. Amalgamation

On the Effective Date, Amalgamating Corporation 1 and Amalgamating Corporation 2 shall amalgamate under section 181 of the Act and continue as one corporation (the "Amalgamated Corporation") under the terms and conditions set out in the Agreement and the Act.

3. Articles of Amalgamation

The articles of the Amalgamated Corporation (the "Articles of Amalgamation") shall be in the form of the articles of amalgamation attached as Schedule 1.

4. Name

The name of the Amalgamated Corporation shall be "Hemlo Mining Corp."

5. Registered Office

The registered office of the Amalgamated Corporation shall be in the province of British Columbia and shall be located at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6.

6. Restrictions on Business

There shall be no restrictions on the business that the Amalgamated Corporation may carry on or the powers that the Amalgamated Corporation may exercise.

7. Restrictions on Share Transfers

There shall be no restrictions on the transfer of shares.

8. Other Provisions

The board of directors may from time to time on behalf of the Amalgamated Corporation, without authorization of the shareholders:

(a) borrow money on the credit of the Amalgamated Corporation;

(b) issue, reissue, sell or pledge or hypothecate bonds, debentures, notes or other evidences of indebtedness of the Amalgamated Corporation, whether secured or unsecured;

(c) give a guarantee on behalf of the Amalgamated Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Amalgamated Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Amalgamated Corporation.

The board of directors may from time to time delegate to one or more of the directors and officers of the Amalgamated Corporation as may be designated by the board all or any of the powers conferred on the board in this Section 8 to the extent and in the manner as the board shall determine at the time of such delegation.

9. Share Capital

9.1 The share capital of the Amalgamated Corporation will consist of:

(a) unlimited number of Common shares; and

(b) unlimited number of Preferred shares issuable in series.

9.2 The rights, privileges, restrictions and conditions attaching to each class of shares and the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to the shares of each series, are as set out in the Articles of Amalgamation.

9.3 Conversion and/or Cancellation of Shares

On the Amalgamation becoming effective:

(a) each (1) issued and outstanding Amalgamating Corporation 1 Share (other than those held by any Dissenting Shareholders) shall be exchanged for two-thirds of one (2/3) fully-paid and non-assessable Common share of the Amalgamated Corporation; and

(b) the 100 issued and fully-paid Common shares of Amalgamating Corporation 2 shall be cancelled without any repayment of capital in respect thereof.

9.4 Dissent Rights

Registered holders of Amalgamating Corporation 1 Shares may exercise rights of dissent in connection with the Amalgamation pursuant to and in the manner set forth in the Act.

Amalgamating Corporation 1 Shares which are held by a Dissenting Shareholder shall not be exchanged for Common shares of the Amalgamated Corporation pursuant to the Amalgamation. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder's claim under the Act or forfeits such Dissenting Shareholder's right to make a claim under the Act, or if such Dissenting Shareholder's rights as a shareholder of Amalgamating Corporation 1 are otherwise reinstated, such holder's Amalgamating Corporation 1 Shares shall thereupon be deemed to have been exchanged for Common shares of the Amalgamated Corporation as of the Effective Date as prescribed herein.

9.5 Fractional Shares

In the event that the total number of Common shares of the Amalgamated Corporation that a holder of Amalgamating Corporation 1 Shares is entitled to receive upon the Amalgamation becoming effective in accordance with Section 9.3 results in a fractional number of Common shares of the Amalgamated Corporation, the total number of Common shares of the Amalgamated Corporation to be issued to such holder of Amalgamating Corporation 1 Shares in exchange for their Amalgamating Corporation 1 Shares shall, without additional compensation, be rounded down to the nearest whole number of Common shares of the Amalgamated Corporation.

9.6 Unissued Shares

The unissued shares in the share capital of each of the Amalgamating Corporations will be cancelled and will not be exchanged for any shares of the Amalgamated Corporation.

9.7 Stated Capital of Shares

The stated capital of the Amalgamated Corporation for purposes of the Act with respect to the shares to be issued in the share capital of the Amalgamated Corporation pursuant to Section 9.3(a) of this Agreement will be equal to the amount of the aggregate stated capital of the issued and outstanding Amalgamating Corporation 1 Shares to be exchanged pursuant to Section 9.3(a) immediately prior to the Amalgamation.

10. Directors and Officers

(1) The minimum number of directors of the Amalgamated Corporation shall be one and the maximum number of directors of the Amalgamated Corporation shall be ten.

(2) The first directors of the Amalgamated Corporation shall be the following individuals:

Name	Resident Address	Resident Canadian
Jonathan Awde	[Redacted - Personal Information]	Yes
Jason Kosec	[Redacted - Personal Information]	No

Audra Walsh [Redacted - Personal Information] No

Robert Quartermain [Redacted - Personal Information] Yes

Glenn Kumoi [Redacted - Personal Information] Yes

Richard Silas [Redacted - Personal Information] Yes

The board of directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

(3) The officers of the Amalgamated Corporation shall be the following individuals to hold office at the pleasure of the board of directors:

Executive Chairman Jonathan Awde
Chief Executive Officer and President Jason Kosec
Chief Financial Officer Jon Case
Chief Operating Officer Eric Tremblay
Corporate Secretary Glenn Kumoi

Conditions Precedent

The respective obligations of the Parties to consummate the transactions contemplated hereby, are subject to approval by the shareholders of each of Amalgamating Corporation 1 and Amalgamating Corporation 2, acceptance of the Amalgamation by the TSX Venture Exchange and the completion of the purchase and sale of all of the issued and outstanding shares in the capital of 1539041 B.C. ULC, as contemplated by the share purchase agreement dated September 10, 2025, among 1554943 B.C. Ltd., Carcetti Capital Corp., Barrick Gold Inc., Pioneer Metals ULC and Barrick Mining Corporation, shall have been completed, on or before the Effective Date or such other time specified.

Fiscal Year End

The fiscal year end of the Amalgamated Corporation, until changed by the directors of the Amalgamated Corporation, will be December 31 of each year.

By-Laws

The by-laws of the Amalgamated Corporation shall be in the form of the by-laws attached as Schedule 2.

Further Assurances

Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that the other Party may reasonably require, for the purposes of giving effect to this Agreement, including completing and sending the documents required under section 185 of the Act to the Director under the Act.

Termination

At any time before the issuance of a Certificate of Amalgamation under the Act, this Agreement may be terminated by the board of directors of either Amalgamating Corporation notwithstanding the approval of this Agreement by the shareholders of both or either of the Amalgamating Corporations.

Enurement

This Agreement shall enure to the benefit of and be binding on the Parties and their respective successors. This Agreement may not be assigned by either Party.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior correspondence, agreements, negotiations, discussions and understandings, if any, written or oral.

Governing Law

This Agreement is governed by, and interpreted and enforced in accordance with, the laws of the province of British Columbia and the laws of Canada applicable in that province.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including without limitation in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

Language

The Parties do hereby agree that this Agreement and related documents be drawn up in the English language only. Les Parties aux présentes ont convenu que cette entente et les documents s'y rattachant soient rédigés en langue anglaise seulement.

[Signature page follows]

THIS AGREEMENT has been duly executed by the Parties as of the date first stated above.

CARCETTI CAPITAL CORP.

(signed) "Glenn Kumoi"

Name: Glenn Kumoi
Title: President and CEO

17276583 CANADA LTD.

(signed) "Glenn Kumoi"

Name: Glenn Kumoi
Title: Director

Signature Page to Amalgamation Agreement between Carcetti Capital Corp. and 17276583 Canada Ltd.

SCHEDULE 1

ARTICLES OF AMALGAMATION

(See attached.)

Innovation, Science and Economic Development Canada
Corporation Canada
Innovation, Sciences et Développement économique Canada
Corporation Canada

Canada Business Corporations Act (CBCA)

FORM 9

ARTICLES OF AMALGAMATION

(Section 185)

1 - Corporate name of the amalgamated corporation
Hemlo Mining Corp.
2 – The province or territory in Canada where the registered office is situated (do not indicate the full address)
British Columbia
3 – The classes and any maximum number of shares that the corporation is authorized to issue
See attached Schedule “A”
4 – Restrictions, if any, on share transfers
None
5 – Minimum and Maximum number of directors (for a fixed number of directors, indicate the same number in both boxes)
Minimum number	1	Maximum number 10
6 – Restrictions, if any, on the business the corporation may carry on
None
7 – Other provisions, if any
The board of directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
8 - The amalgamation has been approved pursuant to that section or subsection of the Act which is indicated as follows:
●	183 - Long form : approved by special resolution of shareholders		●	184(1) - Vertical short-form : approved by resolution of directors		● 184(2) - Horizontal short-form : approved by resolution of directors
9 – Declaration
I hereby certify that I am a director or an authorized officer of the following corporation:
Name of the amalgamating corporations				Corporation number	Signature
CARCETTI CAPITAL CORP.				1235805-1	(signed) "Glenn Kumoi"
17276583 CANADA LTD.				1727658-3	(signed) "Glenn Kumoi"
Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

ISED-ISDE 3190E (2016/11) Page 1 of 2
Canada

Innovation, Science and Economic Development Canada
Corporations Canada
Innovation, Sciences et Développement économique Canada
Corporations Canada

Instructions FORM 9

ARTICLES OF AMALGAMATION

Filing this application costs $200.

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Item 1

Set out the proposed name of the amalgamated corporation that complies with sections 10 and 12 of the CBCA. If this name is not the same one as one of the amalgamating corporations, articles of amalgamation must be accompanied by a Nuans Name Search Report dated not more than ninety (90) days prior to the receipt of the articles by Corporations Canada. A numbered name may be assigned under subsection 11(2) of the CBCA without a Nuans Name Search Report.

Item 2

Set out the name of the province or territory within Canada where the registered office is to be situated.

Item 3

Set out the details required by paragraph 6(1)(c) of the CBCA, including details of the rights, privileges, restrictions and conditions attached to each class of shares. All shares must be without nominal or par value and must comply with the provisions of Part V of the CBCA.

Item 4

If restrictions are to be placed on the right to transfer shares of the corporation, set out a statement to this effect and the nature of such restrictions.

Item 5

State the number of directors. If cumulative voting is permitted, the number of directors must be fixed.

Item 6

If restrictions are to be placed on the business the corporation may carry out, set out the restrictions.

Item 7

Set out any provisions, permitted by the CBCA or its Regulations to be set out in the by-laws of the corporation, that are to form part of the articles, including any pre-emptive rights or cumulative voting provisions.

Item 8

Indicate whether the amalgamation is under section 183 or subsection 184(1) or 184(2) of the CBCA.

Item 9

A director or officer of the amalgamating corporations shall sign the articles.

If space in items 3, 4, 6, 7 and 9 is insufficient, please attach a schedule.

Also Include:

Form 2 - Initial Registered Office Address and First Board of Directors
A statutory declaration from a director or officer of each amalgamating corporation in accordance with subsection 185(2) of the CBCA.
A Nuans Name Search Report, if applicable
Fee of $200, payable by credit card (American Express, Visa or Master Card) or by cheque made payable to the Receiver General for Canada

For more information, consult the Corporations Canada Website (corporationscanada.ic.gc.ca) or call toll-free (within Canada) 1-866-333-5556 or (from outside Canada) (613) 941-9042.

Send documents:

By e-mail: [email protected]

By mail: Corporations Canada
235 Queen Street
Ottawa, Ontario K1A 0H5

ISED-ISDE 3190E (2016/11) Page 2 of 2
Canada

Schedule “A”

Canada Business Corporations Act
Articles of Amalgamation
Form 9

HEMLO MINING CORP.
(the “Corporation”)

Item 3: Rights, Privileges, Restrictions and Conditions
Attaching to each Class of Shares

The Corporation is authorized to issue an unlimited number of Common shares and an unlimited number of Preferred shares, all of which are without nominal or par value and all of which shall have attached thereto the rights, privileges, restrictions and conditions as set out below:

Common shares - The Common shares shall confer on the holders thereof and shall be subject to the following rights, privileges, restrictions and conditions:

1.1 Voting - The holders of the Common shares shall be entitled to one (1) vote in respect of each Common share held at any meeting of the shareholders of the Corporation except meetings at which only holders of a specified class of shares are entitled to vote.

1.2 Dividends - Subject to the prior rights of the holders of the Preferred shares or any series thereof, the holders of the Common shares shall, in the absolute discretion of the directors, if, as and when declared by the directors, be entitled to receive non-cumulative dividends at such rate as may be determined from time to time by the directors of the Corporation.

1.3 Capital Distribution - In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its holders for the purpose of winding-up its affairs (whether voluntary or involuntary) or on the occurrence of any other event that entitles the holders of all classes of shares to a return of capital (any of which events are referred to as a “Capital Distribution”), after the holders of the Preferred shares or any series thereof have received payment of the amounts to which they are entitled, the holders of the Common Shares shall be entitled to receive the amount paid-up on the Common Shares together with any declared but unpaid dividends. Thereafter, the holders of the Common Shares shall share rateably in any further distribution of the property and assets of the Corporation on a per share basis, without preference or distinction.

Preferred shares - The Preferred shares shall confer on the holders thereof and shall be subject to the following rights, privileges, restrictions and conditions:

2.1 Issuable in Series - The Preferred shares may be issued at any time or times in one or more series, and the directors may, by resolution, amend the Articles to:

(i) fix the number of Preferred shares in, and determine the designation of the shares of, each series, and

(ii) attach special rights, privileges, restrictions and conditions to the shares of each series, subject to the special rights, privileges, restrictions and conditions hereby attached to the Preferred shares.

A resolution under this paragraph 2.1 must be passed and articles of amendment must be filed prior to the issue of Preferred shares of the series to which the resolution relates.

2.2 Restriction on Series - The special rights, privileges, restrictions and conditions to be attached to any series of Preferred shares created shall not confer on a series a priority over any other series of the same class of Preferred shares respecting dividends or on a Capital Distribution.

2.3 Parity of Series -

(i) Where cumulative dividends with respect to a series of Preferred shares are not paid in full, the shares of all series of Preferred shares shall participate rateably with respect to accumulated dividends in accordance with the amounts that would be payable on those shares if all the accumulated dividends were paid in full.

(ii) Where amounts payable to holders of any series of the Preferred shares on a Capital Distribution are not paid in full, the shares of all series of Preferred shares shall participate rateably in the return of capital in accordance with the amounts that would be payable on the return of capital if all amounts so payable were paid in full.

2.4 Non-Voting - Except as otherwise provided with respect to any particular series of Preferred shares, the holders of the Preferred shares shall not, as such, have any voting rights for the election of directors or for any other purpose and shall not be entitled to receive notice of, or to attend any meetings of the shareholders of the Corporation, except meetings at which only holders of the Preferred shares are entitled to vote.

2.5 Dividends - Except as otherwise provided with respect to any particular series of Preferred shares, the holders of the Preferred shares shall in each year, in the absolute discretion of the directors, but always in preference and priority to any payment of dividends on the Common shares for such year, be entitled to receive and the Corporation shall pay out of monies of the Corporation properly applicable to the payment of dividends, only those dividends and in such amounts as may be declared by the directors in their absolute discretion from time to time in respect of the Preferred shares.

2.6 Capital Distribution - In the event of a Capital Distribution, the holders of the Preferred shares or any series of Preferred shares, shall be entitled to receive, in respect of each Preferred share or series of Preferred share held, the amount paid up thereon together with all declared but unpaid dividends, if any, before any amount shall be paid or any property or assets of the Corporation distributed to the holders of the Common shares. Upon payment of the amount so payable to them, the holders of the Preferred shares or any series of Preferred shares, shall not be entitled to share in any further distribution of the property or assets of the Corporation.

SCHEDULE 2

BY-LAWS OF THE AMALGAMATED CORPORATION

(See attached.)

HEMLO MINING CORP.
BY-LAW NO. 1
TABLE OF CONTENTS

PART 1 - INTERPRETATION

1.1 Definitions ... 1
1.2 Definitions in Act to Apply ... 2
1.3 Included Persons ... 2
1.4 Headings ... 2
1.5 Amendments ... 2
1.6 Unanimous Shareholders Agreement ... 2

PART 2 - BUSINESS OF THE CORPORATION

2.1 Registered Office ... 2
2.2 Financial Year ... 2
2.3 Optional Corporate Seal ... 2
2.4 Execution of Instruments ... 2
2.5 Use of the Corporate Seal ... 2
2.6 Execution in Counterpart ... 3
2.7 Banking Arrangements ... 3

PART 3 - BORROWING AND SECURITIES

3.1 Borrowing Power ... 3
3.2 Delegation ... 3

PART 4 - DIRECTORS

4.1 Number of Directors and Quorum ... 3
4.2 Qualification ... 4
4.3 Election and Term ... 4
4.4 Consent to Act ... 4
4.5 Removal of Directors ... 4
4.6 Ceasing to Hold Office ... 4
4.7 Vacancy ... 5
4.8 Action by the Board ... 5
4.9 Canadian Directors Present at Meeting ... 5
4.10 Meeting by Communications Facility ... 5
4.11 Calling of Meetings ... 5
4.12 Notice of Meeting ... 5
4.13 First Meeting of Directors ... 6
4.14 Adjourned Meeting ... 6
4.15 Regular Meetings ... 6
4.16 Chair ... 6
4.17 Votes to Govern ... 6
4.18 Remuneration and Expenses ... 6
4.19 Interested Director or Officer ... 6
4.20 Advance Notice Requirements for the Nomination of Directors 7

ii -

PART 5 - COMMITTEES ... 9

5.1 Committee of Directors ... 9
5.2 Transaction of Business ... 9
5.3 Procedure ... 9

PART 6 - OFFICERS ... 9

6.1 Appointment ... 9
6.2 Variation of Powers and Duties ... 9
6.3 Term of Office ... 9
6.4 Terms of Employment and Remuneration ... 10
6.5 Declaration of Interest ... 10
6.6 Agents and Attorneys ... 10
6.7 Fidelity Bonds ... 10

PART 7 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ... 10

7.1 Indemnification ... 10
7.2 Advance of Costs ... 10
7.3 Indemnification in Derivative Actions ... 10
7.4 Scope of Indemnification ... 11
7.5 Limitation of Liability ... 11
7.6 Amplification of Rights ... 11
7.7 Liability Insurance ... 11
7.8 Indemnities to Directors and Others ... 11

PART 8 - SHARES ... 11

8.1 Allotment ... 11
8.2 Transfer Agents and Registrars ... 12
8.3 Non-recognition of Trusts ... 12
8.4 Share Certificates ... 12
8.5 Replacement of Share Certificates ... 12
8.6 Joint Shareholders ... 12
8.7 Death of a Shareholder ... 12
8.8 Fixing a Record Date ... 13

PART 9 - DIVIDENDS ... 13

9.1 Declaration ... 13
9.2 Dividend Cheques ... 13
9.3 Non-receipt of Cheques ... 14
9.4 Unclaimed Dividends ... 14

PART 10 - MEETINGS OF SHAREHOLDERS ... 14

10.1 Annual Meeting ... 14
10.2 Special Meetings ... 14
10.3 Place of Meetings ... 14
10.4 Participation by Electronic Means ... 14
10.5 Meeting held by Electronic Means ... 14
10.6 Electronic Means Optional ... 15
10.7 Notice of Meetings ... 15
10.8 Meetings without Notice ... 15

iii -

10.9 Chair, Secretary and Scrutineers ... 15
10.10 Persons Entitled to be Present ... 16
10.11 Quorum ... 16
10.12 Authorized Representative ... 16
10.13 Proxies ... 16
10.14 Time for Deposit of Proxies ... 16
10.15 Lodging of Proxies; Use of Electronic Documents or Facsimile ... 16
10.16 Validity of Proxies ... 17
10.17 Joint Shareholders ... 17
10.18 Votes to Govern ... 17
10.19 Show of Hands ... 17
10.20 Ballots ... 17
10.21 Electronic Voting ... 18
10.22 Dispute of a Vote ... 18
10.23 Adjournment ... 18

PART 11 - NOTICES ... 18

11.1 Method of Giving Notices ... 18
11.2 Signature to Notice ... 18
11.3 Time of Delivery ... 18
11.4 Omissions and Errors ... 19
11.5 Persons Entitled by Death or Operation of Law ... 19
11.6 Waiver of Notice ... 19

PART 12 - DOCUMENTS IN ELECTRONIC FORM ... 19

12.1 Documents in Electronic Form ... 19
12.2 Where Documents to be Created in Writing ... 20
12.3 Where Documents to be Provided in Writing ... 20

BY-LAW NO. 1

A By-law relating generally to the transaction of business and affairs of

HEMLO MINING CORP.

(the “Corporation”)

PART 1 - INTERPRETATION

1.1 Definitions - In the By-laws of the Corporation, unless the context otherwise requires:

(a) “Act” means the Canada Business Corporations Act (R.S.C. 1985, Chapter C-44), and any statute that may be substituted therefor, as from time to time amended, and any regulations that may be promulgated pursuant thereto;

(b) “Applicable Securities Laws” means the applicable securities legislation of each relevant province of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province of Canada;

(d) “Articles” means the articles of incorporation of the Corporation, as the same are from time to time amended or restated;

(e) “Board” or “Board of Directors” means the Board of directors of the Corporation;

(f) “By-laws” means this By-law No. 1 and all other by-laws of the Corporation from time to time in force and effect;

(g) “meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders;

(h) “Nominating Shareholder” has the meaning given to that term in Section 4.20 below;

(i) “Public Announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedarplus.ca;

(j) “record date” has the meaning given to that term in Section 8.8 below;

(k) “signing officer” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Section 2.4 below or by a resolution passed pursuant thereto; and

(1) “special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

1.2 Definitions in Act to Apply - Except as set out in Section 1.1 above, words and expressions defined in the Act have the same meanings when used in the By-laws.

1.3 Included Persons - Words importing the singular include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts, executors, administrators, legal representatives and unincorporated organizations.

1.4 Headings - The headings of sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this or any subsequent By-law.

1.5 Amendments - The By-laws may only be amended or repealed by a resolution passed by a simple majority of all the directors of the Board at the time of the resolution.

1.6 Unanimous Shareholders Agreement - Notwithstanding any other provisions contained in the By-laws, and subject to the provisions of the Act, the By-laws are subject to the terms and conditions of any unanimous shareholders agreement in effect from time to time, and where the provisions of the By-laws are inconsistent with the provisions of a unanimous shareholders agreement, the provisions of the unanimous shareholders agreement shall govern.

PART 2 - BUSINESS OF THE CORPORATION

2.1 Registered Office - Until changed in accordance with the Act, the province in Canada in which the registered office of the Corporation shall be situated is that province specified in the Articles.

2.2 Financial Year - The financial year of the Corporation shall end on such day in each year as the Board may from time to time by resolution determine.

2.3 Optional Corporate Seal - The Corporation may have one or more different corporate seals which may be adopted or changed from time to time by the Board, on which the name of the Corporation appears in the language or one or more languages set out in the Articles.

2.4 Execution of Instruments - All contracts, documents or other instruments in writing, of whatsoever nature and effect, requiring the signature of the Corporation shall be signed by the person or persons prescribed by resolution of the Board, and failing any such resolution then by any one of the directors or any one person appointed as an officer of the Corporation pursuant to Section 6.1 below. The Board shall have power from time to time by resolution to appoint any person or persons on behalf of the Corporation either to sign contracts, documents and instruments generally or to sign specific contracts, documents or instruments.

2.5 Use of the Corporate Seal - The seal of the Corporation, if any, may be affixed to contracts, documents and instruments by the person or persons prescribed by the Board to sign the same on behalf of the Corporation as set out in Section 2.4 above or by resolution of the Board. The Board may at any time pass a resolution directing the general use of the seal or the use of the seal for

specific contracts, documents or instruments and such resolutions shall apply to the use of the seal until revoked or modified by another resolution of the Board.

2.6 Execution in Counterpart

Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed in several documents of like form each of which is executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document and to bear date as of the date of execution thereof by the last person.

2.7 Banking Arrangements

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instruments and delegations of powers as the Board may from time to time prescribe or authorize.

PART 3 – BORROWING AND SECURITIES

3.1 Borrowing Power

Without limiting the powers of the Corporation as set forth in the Act, but subject to the Articles, the Board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation, whether secured or unsecured;
(c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this Section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.2 Delegation

The Board may from time to time delegate to a committee of the Board, a director or an officer of the Corporation or any other person as may be designated by the Board all or any of the powers conferred on the Board by Section 3.1 above or by the Act to such extent and in such manner as the Board may determine at the time of each such delegation.

PART 4 – DIRECTORS

4.1 Number of Directors and Quorum

Until changed in accordance with the Act, the Board shall consist of such numbers, not fewer than the minimum number and not more than the maximum number provided in the Articles. The directors or the shareholders may by resolution from time to time determine the number of directors to be elected at an annual meeting, within such

minimum and maximum. Subject to Section 4.9 below, the quorum for the transaction of business at any meeting of the Board shall consist of such number of directors as the Board may from time to time determine and, failing such determination, then a majority of the Board. A director interested shall be counted in a quorum notwithstanding his or her interest.

4.2 Qualification

Unless otherwise provided by the Act, at least twenty-five per cent of the directors shall be resident Canadians. However, if at any time there are less than four directors, at least one director must be a resident Canadian. No person shall be qualified for election as a director if such person:

(a) is less than 18 years of age;
(b) is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) is not an individual; or
(d) has the status of a bankrupt.

A director need not be a shareholder.

4.3 Election and Term

The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors or the shareholders otherwise determine. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. Where the shareholders adopt an amendment to the Articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors thereby authorized.

4.4 Consent to Act

An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless the individual did not decline to hold office as a director if the individual was present at the meeting when the election or appointment took place or, if the individual was not present at the meeting when the election or appointment took place, the individual either consented to hold office as a director in writing before the election or appointment or within then (10) days after it, or the individual acted as a director pursuant to the election or appointment.

4.5 Removal of Directors

Subject to the provisions of the Act, the shareholders may by resolution passed at a special meeting of the shareholders called for that purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Board.

4.6 Ceasing to Hold Office

A director ceases to hold office when that director:

(a) dies;
(b) is removed from office by the shareholders in accordance with the Act;
(c) ceases to be qualified for election as a director; or

(d) has sent or delivered a written resignation to the Corporation, or if a time is specified in such resignation, at the time so specified, whichever is later.

4.7 Vacancy - Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the minimum or maximum number of directors or from a failure of the shareholders to elect the minimum number of directors. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the shareholders to elect the minimum number of directors, the Board shall forthwith call a special meeting of shareholders to fill the vacancy. If the Board fails to call such meeting or if there are no such directors then in office, any shareholder may call the meeting.

4.8 Action by the Board - Subject to any unanimous shareholder agreement, the Board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to Sections 4.9 and 4.10 below, the powers of the Board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the Board. Where there is a vacancy on the Board, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute the meeting.

4.9 Canadian Directors Present at Meeting - Subject to the Act, the Board shall not transact business at a meeting of directors unless at least twenty-five percent (25%) of the directors present are resident Canadians or, if there are less than four directors, at least one of the directors present is a resident Canadian, except where: a resident Canadian director who is unable to be present approves in writing or by telephonic, electronic or other communication facilities the business transacted at the meeting; and

(b) the required number of resident Canadians would have been present had the director referred to in Section 4.9(a) above been present at the meeting.

4.10 Meeting by Communications Facility - If all the directors of the Corporation consent, a director may participate in a meeting of the Board or a committee of the Board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and any director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.

4.11 Calling of Meetings - Meetings of the Board shall be held from time to time at such time and at such place in or outside of Canada as any two directors may determine, except if the Corporation has only one director, then as the sole director may determine.

4.12 Notice of Meeting - Subject to Sections 4.13, 4.14 and 4.15 below, notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 11.1 below to each director not less than 48 hours before the time when the meeting is to be held or such lesser time as may be reasonable under the circumstances. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may in any manner waive notice of or otherwise consent to a meeting of the Board.

4.13 First Meeting of Directors - Provided a quorum of directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of shareholders at which the Board is elected.

4.14 Adjourned Meeting - Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the meeting from which the adjournment is taken.

4.15 Regular Meetings - The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of the regular meetings shall be sent to each director immediately after being passed, but no other notice shall be required for any regular meeting except where the Act requires the business to be transacted to be specified.

4.16 Chair - The chair of the Board, if any, or in his or her absence, the managing director, if any, or in his or her absence, the president shall preside as chair at every meeting of the directors, or if none of the chair of the Board, the managing director or the president is present within 15 minutes of the time appointed for holding the meeting or is willing to act as chair, or if the chair of the Board, the managing director and the president have advised the secretary that they shall not be present at the meeting, the directors present shall choose one of their number to be chair of the meeting.

4.17 Votes to Govern - At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall not be entitled to a second or casting vote.

4.18 Remuneration and Expenses - The directors shall be paid such remuneration for their services to the Corporation as the Board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee of the Board. Nothing contained in the By-laws shall preclude any director from serving the Corporation in any other capacity and receiving remuneration in that other capacity.

4.19 Interested Director or Officer - A director or an officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of the Board or meetings of committees of the Board, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer:

(a) is a party to the contract or transaction;

(b) is a director or an officer, or an individual acting in a similar capacity, of another party to the contract or transaction; or

The provisions of the Act relating to disclosures of interest in material contracts or material transactions shall apply to this Section 4.19. A director or an officer of the Corporation who has an interest in a material contract or material transaction, whether made or proposed, with the Corporation shall not vote on any resolution to approve the material contract or material transaction except as permitted by the Act.

Advance Notice Requirements for the Nomination of Directors - Subject to the provisions of the Act or the Articles, an individual will not be eligible as a nominee to be elected as director of the Corporation unless such nomination is made in accordance with the following procedures.

Nominations of a nominee for election to the Board may only be made at any annual meeting of shareholders or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

(a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition to call a meeting of shareholders made in accordance with the provisions of the Act; or

(c) by any person (a “Nominating Shareholder”) who at the close of business on the date of the giving of the notice provided for below and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and complies with the notice procedures set out below:

(i) in addition to any other applicable requirements for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof in proper written form to the secretary of the Corporation at the registered office of the Corporation in accordance with the requirements of this Section 4.20;

(ii) to be timely, a Nominating Shareholder’s notice to the secretary of the Corporation must be made:

a. in the case of an annual meeting of shareholders, not less than thirty (30) nor more than sixty-five (65) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than fifty (50) days after the date on which the first Public Announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth day following such Public Announcement; and

b. in the case of a special meeting of shareholders (other than an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting was made. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in Section 4.20(c)(ii). In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice;

(iii) to be in proper written form, a Nominating Shareholder’s notice to the secretary of the Corporation must set out:

a. as to each person whom the Nominating Shareholder proposes to nominate for election as a director (1) the name, age, business address and residential address of the nominee, (2) the principal occupation or employment of the nominee, (3) the class or series and number of shares in the share capital of the Corporation which are controlled or which are owned beneficially or of record by the nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available) and as of the date of such notice, and (4) any other information relating to the nominee that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

b. as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation;

(iv) no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 4.20; provided, however, that nothing in this Section 4.20 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set out in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded; and

(v) notwithstanding any other provision of the By-laws, notice given to the secretary of the Corporation pursuant to this Section 4.20 may be given only by personal delivery, facsimile transmission or by e-mail (at such e-mail address as stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, e-mail (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the registered office of the Corporation; provided that if such delivery or electronic

communication is made on a day which is not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Notwithstanding the foregoing, the Board may, in its sole discretion, waive all or any of the requirements of this Section 4.20 and this Section 4.20 shall not apply to any nomination of directors pursuant to an investor rights agreement among the Corporation and one or more of its shareholders.

PART 5 - COMMITTEES

5.1 Committee of Directors - The Board may constitute, dissolve or reconstitute committees of directors, however designated, and delegate to such committee(s) any of the powers of the Board except those which, under the Act, a committee of directors has no authority to exercise.

5.2 Transaction of Business - The powers of a committee of directors may be exercised by a meeting at which a quorum is present, including meetings by communication facility to the extent permitted by Section 4.10 above, or by a resolution in writing signed by all members of the committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of a committee may be held at any place inside or outside Canada. Unless otherwise determined by the Board, the majority of the members of a committee shall constitute a quorum for that committee. Questions arising at any meeting shall be determined by a majority of the votes cast on the question, and in the case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote.

5.3 Procedure - Subject to the provisions of the By-laws, and unless otherwise determined by the Board, each committee shall meet and adjourn as it thinks proper and shall have power to elect its chair, to make rules for the conduct of its business and to appoint such assistants as it may deem necessary. Each committee shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board at such times as the Board may from time to time require.

PART 6 - OFFICERS

6.1 Appointment - The Board may, from time to time, appoint a chair of the Board, a president, one or more vice presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as it shall consider appropriate. The Board may specify the duties of such officers and, in accordance with the By-laws and subject to the provisions of the Act, the Board may delegate to such officers powers to manage the business and affairs of the Corporation. An officer may, but need not be, a director of the Corporation and any one person may hold more than one office.

6.2 Variation of Powers and Duties - The Board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

6.3 Term of Office - The Board may remove any officer of the Corporation without prejudice to the officer's rights under any employment contract. Otherwise, each officer appointed by the Board shall hold office at the pleasure of the Board, or until his or her earlier resignation.

6.4 Terms of Employment and Remuneration - The remuneration of the officers of the Corporation and the terms and conditions of their employment shall, from time to time, be determined by the Board.

6.5 Declaration of Interest - An officer shall disclose his or her interest in any material contract or material transaction, whether made or proposed, with the Corporation in accordance with Section 4.19 above.

6.6 Agents and Attorneys - The Board shall have power from time to time to appoint agents or attorneys for the Corporation inside or outside Canada with such powers of management or otherwise (including the powers to subdelegate), as may be thought fit.

6.7 Fidelity Bonds - The Board may require such officers, employees and agents of the Corporation as the Board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the Board may, from time to time, determine.

PART 7 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.1 Indemnification - Subject to the limitations of the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided the individual:

(a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

7.2 Advance of Costs - The Corporation may advance moneys to an individual referred to in Section 7.1 above for the costs, charges and expenses incurred by the individual in connection with a proceeding referred to in Section 7.1 above. If any such moneys are advanced to such an individual, the individual shall repay the moneys to the Corporation in full if it is subsequently determined that the individual does not fulfil the conditions specified in Sections 7.1(a) and 7.1(b) above.

7.3 Indemnification in Derivative Actions - The Corporation may, with the approval of a court, indemnify an individual referred to in Section 7.1 above, or advance moneys under Section 7.2 above, in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual's association with the Corporation or other entity as described in Section 7.1 above against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in Sections 7.1(a) and 7.1(b) above.

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7.4 Scope of Indemnification - The matters against which an individual is entitled to be indemnified pursuant to Sections 7.1, 7.2 and 7.3 above shall, to the maximum extent permitted by law, include:

(a) costs, charges and expenses reasonably incurred by that individual in connection with any investigation relating to any matter in respect of which the Corporation would be required to indemnify pursuant to Section 7.1 above if a proceeding were commenced; and

(b) costs, charges and expenses reasonably incurred by that individual in establishing his or her right to be indemnified pursuant to this Part 7.

7.5 Limitation of Liability - Except as otherwise provided in the Act, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other person, or for joining in any receipt or act for conformity; or for any loss, damage or expense incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by, for, or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any moneys of the Corporation are invested; or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or other property of the Corporation are lodged or deposited; or for any other loss, damage or misfortune whatsoever which may arise out of the execution of the duties of his or her office or in relation thereto unless the same are occasioned by his or her own wilful neglect or default.

7.6 Amplification of Rights - The foregoing provisions of this Part 7 shall be in amplification of and in addition to, and not by way of limitation of or substitution for, any rights, immunities or protection conferred upon any director or officer by any statute, law, matter or thing whatsoever.

7.7 Liability Insurance - The Corporation may, with the approval of the Board, from time to time purchase and maintain insurance for the benefit of an individual referred to in Section 7.2 above against any liability incurred by the individual:

(a) in the individual’s capacity as a director or officer of the Corporation; or

(b) in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporations request.

7.8 Indemnities to Directors and Others - The Board may, from time to time, by resolution cause the Corporation to give indemnities to any director or other individual who has undertaken or is about to undertake any liability on behalf of the Corporation or any affiliated corporation and to secure such director or other individual against loss by mortgage and charge upon the whole or any part of the real and personal property of the Corporation by way of security and any action from time to time taken by the Board under this Section 7.8 shall not require approval or confirmation by the shareholders.

PART 8 - SHARES

8.1 Allotment - The Board may, from time to time, allot shares or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to

such persons and for such consideration as the Board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.2 Transfer Agents and Registrars

The Board may, from time to time, appoint or authorize the appointment of one or more agents to maintain, in respect of each class of securities of the Corporation issued by it in registered form, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to its functions and one person may be designated both registrar and transfer agent. The Board may at any time terminate such appointment.

8.3 Non-recognition of Trusts

Subject to the Act, the Corporation shall be entitled to treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share and otherwise to exercise all the rights and powers of an owner of the share. Accordingly the Corporation shall not, except as ordered by a court of competent jurisdiction or as required by applicable legislation, be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share or to recognize any other claim to or interest in such share on the part of any person other than the registered holder.

8.4 Share Certificates

Share certificates shall be in such form as the Board shall from time to time approve. Any share certificate need not be under the corporate seal. Unless the Board otherwise determines, certificates representing shares in respect of which a transfer agent or registrar has been appointed shall not be valid unless countersigned by or on behalf of the transfer agent or registrar. The signature of one of the signing officers, or, in the case of share certificates which are not valid unless countersigned by or on behalf of a registrar, transfer agent or branch transfer agent, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed in accordance with this Section 8.4 shall be valid notwithstanding that one or both of the officers whose facsimile signature appears on the certificate no longer holds office, or the office specified in the certificate, at the date of issue of the certificate.

8.5 Replacement of Share Certificates

The Board or any officer or agent designated by the Board may in its, his or her discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee and on such terms as to indemnity, reimbursement of expenses (including legal fees incurred by the Corporation) and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.

8.6 Joint Shareholders

If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect of such share, and delivery of such certificate to one of the joint holders shall be sufficient delivery to all of them. Any one of the joint holders of a share may give effectual receipts for the certificate issued in respect of such share or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.7 Death of a Shareholder

In the event of the death of a holder, or of one of the joint holders, of any shares, the Corporation shall not be required to make any entry in the securities register in respect of the death of that person or to make payment of any dividends on such shares except upon

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production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

8.8 Fixing a Record Date

The Board may, within the period prescribed by the Act, fix in advance a date, preceding by not more than 50 days, as the record date (a “record date”) for purposes of determining shareholders:

(a) entitled to receive payment of dividends;

(b) entitled to participate in a liquidation distribution;

(d) entitled to vote at a meeting of shareholders; or

(e) for any other purpose.

Where the Board fixes a record date, notice of that date must be given in accordance with the Act. If no record date is fixed by the Board:

(f) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be:

(i) at the close of business on the day immediately preceding the day on which notice is given; or

(ii) if no notice is given, the day on which the meeting is held; and

(g) the record date for the determination of shareholders for any other purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

PART 9 - DIVIDENDS

9.1 Declaration

Subject to the Act and the Articles, the Board may, from time to time, declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation and no dividend shall bear interest against the Corporation. The Board shall determine the value of any dividend not paid in money.

9.2 Dividend Cheques

Subject to the rights, privileges, restrictions and conditions attached to any shares in the capital of the Corporation, a dividend payable in money shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class or series at the close of business on the record date in respect of which it has been declared and mailed by prepaid ordinary mail to the registered holder at the registered holder’s recorded address, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless the joint holders otherwise direct, be made payable to the order of all joint holders and mailed to them at their recorded address. The mailing of cheques in accordance with this Section 9.2, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of

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the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Non-receipt of Cheques - Subject to the rights, privileges, restrictions and conditions attached to any shares in the capital of the Corporation, in the event of non-receipt of any dividend cheque by the person to whom it is sent in accordance with Section 9.2 above, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe, whether generally or in any particular case.

9.4 Unclaimed Dividends - Any dividend, whether declared before or after the enactment of this By-law No. 1, unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

PART 10 - MEETINGS OF SHAREHOLDERS

10.1 Annual Meeting - Subject to the requirements of the Act, the annual meeting of shareholders shall be held at such time in each year and, subject to Section 10.3 below, at such place as the Board, the chair of the Board or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors and appointing an auditor, if any, and for the transaction of such other business as may properly be brought before the meeting.

10.2 Special Meetings - A special meeting of shareholders may be called at any time by the president or the Board or the chair of the Board.

10.3 Place of Meetings - Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the Board shall so determine, at some other place in Canada or at some place outside Canada if such place is specified in the Articles or all the shareholders entitled to vote at the meeting so agree that the meeting is to be held at that place.

10.4 Participation by Electronic Means - If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of shareholders, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed for all purposes of the Act and the By-laws to be present at the meeting. Notwithstanding any other provision contained in the By-laws, any person participating in a meeting of shareholders pursuant to Section 10.4 who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

10.5 Meeting held by Electronic Means - Notwithstanding Section 10.4 above, if the directors or shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A person participating in a meeting by such means is deemed for all purposes of the Act and the By-laws to be

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present at the meeting. Notwithstanding any other provision of the By-laws, any person participating in a meeting of the shareholders pursuant to Section 10.5 who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

10.6 Electronic Means Optional

The Corporation is under no obligation to provide telephonic, electronic or other communication facility for any shareholder to participate in a meeting and the Board may provide such telephonic, electronic or other communication facility in its sole and absolute discretion.

10.7 Notice of Meetings

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section 11.1 below within the time periods specified by the Act. Notice pursuant to this Section 10.7 shall be given to each director, to the auditor, if any, and to each shareholder who at the close of business on the record date for the notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of the business to be transacted in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and shall state the text of any special resolution to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders, and their attendance at a meeting of the shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.8 Meetings without Notice

A meeting of shareholders may be held without notice at any time and place provided by the Act, the Articles or the By-laws if:

(a) all the shareholders entitled to vote at that meeting are present in person or represented by proxy or if those not present or represented by proxy waive notice or otherwise consent to such meeting being held; and

(b) if the auditor, if any, and directors are present or waive notice in writing of or otherwise consent to such meeting being held.

At such meeting, any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented, but who have waived notice of such meeting shall also be deemed to have consented to the meeting being held at such place.

10.9 Chair, Secretary and Scrutineers

The chair of the Board, if any, or in his or her absence, the vice-chair, if any, or in his or her absence, the president shall preside as chair at every meeting of the shareholders, or if none of the chair of the Board, the vice-chair or the president is present within 15 minutes of the time appointed for holding the meeting or is willing to act as chair, or if the chair of the Board, the vice-chair and the president have advised the secretary that they shall not be present at the meeting, the shareholders present shall choose one of their number to be chair of the meeting. If the secretary of the Corporation is absent, the chair shall appoint some person who need not be a shareholder to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

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10.10 Persons Entitled to be Present - The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote at that meeting, the directors, legal counsel of the Corporation and the auditor of the Corporation (if any) and others who, although not entitled to vote are entitled or required under any provision of the Act, the Articles or By-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

10.11 Quorum - Subject to the requirements of the Act, a quorum for the transaction of business at any meeting of the shareholders shall be two (2) persons present and holding or representing by proxy in the aggregate not less than 25% of the outstanding shares of the Corporation entitled to vote at the meeting. If a quorum is present at the opening of any meeting of the shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of the shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

10.12 Authorized Representative - Any body corporate or association that is a shareholder of the Corporation may, by a resolution of the directors or governing body of the body corporate or association (a certified copy of which shall be deposited with the secretary of the Corporation prior to the meeting at which it is to be used), appoint an individual to represent it at meetings of shareholders of the Corporation. Any such individual may exercise on behalf of the body corporate or association he or she represents all powers that it could exercise if it were an individual shareholder.

10.13 Proxies - Every shareholder entitled to vote at a meeting of shareholders may, by means of a proxy, appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. A proxy shall be executed in writing by the shareholder or the shareholder's attorney authorized in writing. A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting. A proxyholder or alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder has conflicting instructions from more than one shareholder, to vote at such meeting in respect of any matter by way of show of hands.

10.14 Time for Deposit of Proxies - The Board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting or an adjournment of that meeting by not more than 48 hours (excluding Saturdays and holidays), before which time proxies to be used at the meeting must be deposited with the Corporation. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or otherwise in accordance with the regulations made by the Board pursuant to Section 10.15 below or, in any case where no such regulations have been made, if it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment prior to the time of voting.

10.15 Lodging of Proxies; Use of Electronic Documents or Facsimile - The Board may from time to time pass resolutions establishing regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for particulars of proxies to be sent by facsimile, or in electronic form in the manner provided in Section 12.1 below or in writing before the meeting or adjourned meeting to the Corporation or any agent of the Corporation for the purpose of receiving such particulars and providing that proxies so

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lodged may be voted as though the proxies themselves were produced at the meeting or adjourned meeting, and votes given in accordance with such regulations shall be valid and shall be counted. The chair of any meeting of shareholders may, subject to any regulations made in accordance with this Section 10.15, in his or her discretion accept documents by facsimile, in electronic form or written communication as to the authority of anyone claiming to vote on behalf of and to represent a shareholder notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such facsimile, electronic document or written communication accepted by the chair shall be valid and shall be counted.

10.16 Validity of Proxies

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding:

(a) the previous death or insanity of the shareholder giving the proxy; or
(b) the revocation of the proxy or of the authority under which the proxy was executed; or
(c) the transfer of the share in respect of which the proxy is given;

provided that no intimation in writing of the death, insanity, revocation or transfer described above has been received at the office of the Corporation or by the chair of the meeting before the commencement of the meeting, or the adjourned meeting, at which the proxy was used.

10.17 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one of the shares jointly held by them.

10.18 Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by the Articles or the By-laws, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a ballot, the chair of the meeting shall not be entitled to a casting vote.

10.19 Show of Hands

Subject to the provisions of the Act and the By-laws, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot is directed, required or demanded as provided in Section 10.20 below. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot is so directed, required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the question, and the result of the vote so taken shall be the decision of the shareholders upon the question.

10.20 Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken, any shareholder or proxyholder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chair shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken, each person present shall be entitled, in respect of the shares which that person is entitled to vote at the meeting on the question, to that number of votes

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provided by the Act or the Articles, and the result of the ballot so taken shall be the decision of the shareholders upon the question.

10.21 Electronic Voting

If the Corporation chooses to make available a telephonic, electronic or other communications facility, in accordance with the Act, that permits shareholders to vote by means of such facility then, notwithstanding any other provision of the By-laws, any such shareholder entitled to vote at that meeting may vote, in accordance with the Act, by means of such facility.

10.22 Dispute of a Vote

In the case of any dispute as to the admission or rejection of a vote, the chair shall determine the same.

10.23 Adjournment

The chair may, with the consent of any meeting, adjourn the meeting from time to time. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

PART 11 - NOTICES

11.1 Method of Giving Notices

Any notice, document or other communication to be given pursuant to the Act, or under any provision of the Articles or the By-laws of the Corporation or otherwise to a shareholder, director, officer, auditor or member of a committee of the Board, shall be sufficiently given, subject to any special requirement in that regard contained in the provision, if reduced to writing and either delivered or mailed by prepaid mail or sent by any means of any form of prepaid, transmitted, electronic or recorded communication to such person at the following applicable address:

(a) if to a shareholder or director, to the address of the shareholder or director appearing in the books of the Corporation or, if not so appearing, to the last address known to the person charged with the mailing; and for such purpose the address of any shareholder or director on the Corporation's books may be changed in accordance with any information which appears to be reliable, and any notice with respect to shares registered in the names of more than one person shall be given to whichever of the persons is named first in the share register and notice so given shall be sufficient notice to all the holders of those shares;

(b) if to the Corporation, to its registered office; or

(c) if to the auditors, if any, to the office of the auditors, or to such other address as the auditors shall have designated by notice to the Corporation.

11.2 Signature to Notice

The signature to any notice to be given by the Corporation may be written, stamped, typewritten or printed, or partly written, stamped, typewritten or printed.

11.3 Time of Delivery

Any notice or other communication shall:

(a) if delivered personally, be deemed to have been given or made at the time of delivery;

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(b) if mailed by prepaid mail, be deemed to have been given or made on the fifth day following the day on which it is mailed; provided that if there should be, at the time of mailing or between the time of mailing and actual receipt of the notice, a mail strike, slow down or other labour dispute which might effect the delivery of such notice by the mails, then such notice shall only be effective if actually delivered;

(c) if sent by any other means of facsimile or other recorded communication, be deemed to have been given or made on the day when it is transmitted by the Corporation or, if transmitted by others, on the day when it is dispatched or delivered to the appropriate communication company or agency or its representative for dispatch; and

(d) if provided in the form of an electronic document, be deemed to have been given or made at the time determined in accordance with Section 12.1 below.

A certificate or declaration in respect of any of the above in writing signed by any officer or by an employee of a transfer agent or registrar of the Corporation shall be conclusive evidence of the matters so certified or declared.

11.4 Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance of the notice shall not invalidate any action taken at any meeting held pursuant to the notice or otherwise founded on that notice.

11.5 Persons Entitled by Death or Operation of Law - Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of the share which shall have been duly given to the shareholder from whom that person derives title to the share prior to that person's name and address being entered on the securities register (whether the notice was given before or after the happening of the event upon which the person became so entitled) and prior to that person furnishing to the Corporation the proof of authority or evidence of that person's entitlement prescribed by the Act.

11.6 Waiver of Notice - Any shareholder (or that shareholder's duly appointed proxy holder), director, officer, auditor or member of a committee of the Board may at any time waive any notice or waive or abridge the time for any notice required to be given to that person under any provision of the Act, the Articles, the By-laws or otherwise and the waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of the notice, as the case may be. Any waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the Board or of a committee of the Board which may be given in any manner.

PART 12 - DOCUMENTS IN ELECTRONIC FORM

12.1 Documents in Electronic Form - Nothing in this Part 12 shall require a person to create or otherwise provide an electronic document. Subject to any additional conditions set out in Section 12.2 below, a requirement under the Act, the Articles or the By-laws to provide a person with a notice, document or other information may be satisfied by the provision of an electronic document. Further, a requirement for a signature or that a document be executed, in relation to an electronic document may be satisfied, provided the requirements under the Act are complied with.

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Except where a notice, document or other information must be sent to a specific place (such as a registered address), an electronic document need not be sent to the designated information system if (i) the document is posted on or made available through a generally accessible electronic source, such as a web site; and (ii) the addressee is provided with notice in writing of the availability and location of that electronic document. An electronic document shall be considered to have been received when it enters the information system designated by the addressee or if the document is posted on or made available through a generally accessible electronic source, when the addressee receives the notice of availability and location of that electronic document or, if sent electronically, when such notice enters the information system designated by the addressee.

12.2 Where Documents to be Created in Writing

Where the Act expressly requires that a notice, document or other information be created in writing, such requirement shall be satisfied by the creation of an electronic document provided that, in addition to the conditions set out in Section 12.1 above:

(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
(b) any other requirements of the Act relating to this Section 12.2 have been complied with.

12.3 Where Documents to be Provided in Writing

Where the Act expressly requires that a notice, document or other information be provided in writing, such requirement shall be satisfied by the provision of an electronic document provided that, in addition to the conditions set out in Section 12.1 above:

(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and
(b) any other requirements of the Act relating to this Section 12.3 have been complied with.

[Signature page follows]

ENACTED by the Board and confirmed by the shareholders in accordance with the Act on ___, 2025.

Glenn Kumoi
Director

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AI assistant

Hemlo Mining Corp. — M&A Activity 2025

46360_rns_2025-10-16_79da1c16-2a8b-4338-b6c7-63c6f2e6374e.pdf

2. Amalgamation

3. Articles of Amalgamation

4. Name

5. Registered Office

6. Restrictions on Business

7. Restrictions on Share Transfers

8. Other Provisions

9. Share Capital

9.3 Conversion and/or Cancellation of Shares

9.4 Dissent Rights

9.5 Fractional Shares

9.6 Unissued Shares

9.7 Stated Capital of Shares

10. Directors and Officers

CARCETTI CAPITAL CORP.

Canada Business Corporations Act (CBCA)

FORM 9

ARTICLES OF AMALGAMATION

(Section 185)

Instructions FORM 9

ARTICLES OF AMALGAMATION

Item 1

Item 2

Item 3

Item 4

Item 5

Item 6

Item 7

Item 8

Item 9

Also Include:

PART 1 - INTERPRETATION

PART 2 - BUSINESS OF THE CORPORATION

PART 3 - BORROWING AND SECURITIES

PART 4 - DIRECTORS

PART 5 - COMMITTEES ... 9

PART 6 - OFFICERS ... 9

PART 7 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ... 10

PART 8 - SHARES ... 11

PART 9 - DIVIDENDS ... 13

PART 10 - MEETINGS OF SHAREHOLDERS ... 14

PART 11 - NOTICES ... 18

PART 12 - DOCUMENTS IN ELECTRONIC FORM ... 19

PART 2 - BUSINESS OF THE CORPORATION

2.6 Execution in Counterpart

2.7 Banking Arrangements

PART 3 – BORROWING AND SECURITIES

3.1 Borrowing Power

3.2 Delegation

PART 4 – DIRECTORS

4.1 Number of Directors and Quorum

4.2 Qualification

4.3 Election and Term

4.4 Consent to Act

4.5 Removal of Directors

4.6 Ceasing to Hold Office

PART 5 - COMMITTEES

PART 6 - OFFICERS

PART 7 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

8.2 Transfer Agents and Registrars

8.3 Non-recognition of Trusts

8.4 Share Certificates

8.5 Replacement of Share Certificates

8.6 Joint Shareholders

8.7 Death of a Shareholder

8.8 Fixing a Record Date

PART 9 - DIVIDENDS

9.1 Declaration

9.2 Dividend Cheques

PART 10 - MEETINGS OF SHAREHOLDERS

10.6 Electronic Means Optional

10.7 Notice of Meetings

10.8 Meetings without Notice

10.9 Chair, Secretary and Scrutineers

10.16 Validity of Proxies

10.17 Joint Shareholders

10.18 Votes to Govern

Hemlo Mining Corp. M&A Activity 2025