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Hi-View Resources Inc. M&A Activity 2025

Sep 26, 2025

48191_rns_2025-09-26_1e249bc9-e145-479e-9365-3c324d4f8f6b.pdf

M&A Activity

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 27th day of August, 2025.

BETWEEN:

COAST COPPER CORP., a corporation existing under the laws of British Columbia, with an address at Suite 904 – 409 Granville Street, Vancouver, BC V6C 1T2

(hereinafter called the “Vendor”)

AND:

HI-VIEW RESOURCES INC., a corporation existing under the laws of British Columbia, with an address at Suite 700 – 838 West Hastings Street, Vancouver, BC V6C 0A6

(hereinafter called the “Purchaser”)

AND WHEREAS the Vendor is the legal and beneficial owner of a 100% interest in the Properties (as defined below), located in British Columbia;

AND WHEREAS the Vendor desires to sell to the Purchaser and the Purchaser desires to acquire from the Vendor all of the Vendor’s right, title and interest in and to the Properties, subject to the Royalty (as defined below) to be granted to the Vendor.

NOW THEREFORE in consideration of the premises and of the covenants, agreements, representations and warranties set out below and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties (as defined below) hereto agree as follows:

1. DEFINITIONS

1.1. “Affiliate” means any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise that directly or indirectly controls or is controlled by or is under common control with, a Party. The term “control” as used herein means the rights to the exercise of, directly or indirectly, more than 50% of the voting rights attributable to the shares or ownership interests of the controlled entity.

1.2. “Agreement” means this Agreement and the Schedules attached hereto.

1.3. “Aggregate Transaction Value” means the aggregate consideration paid to or received by the Purchaser, its Affiliate, or the securityholders of the Purchaser (whether in the form of cash, securities, assets, property, assumption of indebtedness, or other consideration), without duplication, in connection with a Sale Transaction, including all linked or related transactions involved in a Sale Transaction, excluding for certainty, any proceeds of any equity or debt financing.

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1.4. "Applicable Securities Laws" means, collectively, and as the context may require, the securities legislation having application and the rules, policies, notices and orders issued by securities regulatory authorities having application in the circumstances;

1.5. "Bonus Payment" has the meaning given to it in Section 3.6.

1.6. "Business Day" means a day which is not a Saturday or Sunday or a statutory holiday in the Province of British Columbia.

1.7. "Closing" means the completion of the purchase and sale of the Properties in accordance with the terms and conditions of this Agreement.

1.8. "Closing Date" means, provided that all of the conditions set forth in Article 6 have been satisfied, the date that is thirty (30) days from the Effective Date, or such other date as the Parties may mutually agree.

1.9. "Closing Time" means 10:00 a.m. (Pacific time) on the Closing Date.

1.10. "Consideration Shares" has the meaning given to it in Section 3.1.

1.11. "CSE" means the Canadian Securities Exchange.

1.12. "CSE Notice" means an initial Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities as prescribed under the policies of the CSE.

1.13. "Deposit" has the meaning given in to it in Section 3.1.1.

1.14. "Effective Date" means the date of this Agreement that is first written above.

1.15. "Encumbrances" means any mortgage, charge, pledge, lien, licence, privilege, security interest, royalty, encumbrance, claim or right or interest attaching to or affecting property, in each case whether registered or unregistered, and whether arising by agreement, statute or otherwise under applicable Laws.

1.16. "Environmental Laws" means all Laws relating to the abatement of pollution, reclamation or restoration of property, protection and conservation of the environment, protection of wildlife, species and organisms, including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources, management, storage or control of hazardous materials and substances, releases or threatened releases of Hazardous Substances into the environment, including ambient air, surface water and groundwater, and all other applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of Hazardous Substances.

1.17. "ETA" means the Excise Tax Act (Canada).

1.18. "Exchange Non-Objection" has the meaning given to it in Section 6.1.1.

1.19. "Financial Statements" has the meaning given to it in Section 5.2.12.

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1.20. "Governmental Authority" means any governmental entity or authority of any nature, including any governmental ministry, agency, branch, department or official, any court, regulatory board or other tribunal and any stock exchange or securities regulatory authority having jurisdiction.

1.21. "Governmental Licenses" has the meaning given to it in Section 5.2.14.

1.22. "GST/HST" means the goods and services tax and harmonized sales tax imposed under Part IX of the ETA.

1.23. "Hazardous Substances" means any material or substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, explosive, corrosive, flammable, leachable, oxidizing, or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and including petroleum and all derivatives thereof or synthetic substitutes therefor (including polychlorinated biphenyls).

1.24. "Law" or "Laws" means all applicable federal, provincial and local laws (statutory and common), orders, rulings, rules, ordinances, treaties, regulations, judgments, decrees, and other valid governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, and including any stock exchange (including, for greater certainty, the CSE) or securities regulatory authority that applies in whole or in part to the Vendor, the Purchaser, or the Properties.

1.25. "Notices" has the meaning assigned to it in Section 12.1.

1.26. "Reorganization" has the meaning assigned to it in Section 3.5.

1.27. "Royalty" means the 3.0% net smelter returns royalty on the Properties, which will be granted to the Vendor on the Closing Date, calculated and paid in accordance with the Royalty Agreement.

1.28. "Royalty Agreement" means the net smelter returns royalty agreement in the form attached as Schedule "B" to this Agreement.

1.29. "Party" means a party to this Agreement and its successors and assigns, and "Parties" means all of them.

1.30. "Permitted Encumbrances" means, with respect to the Properties:

1.30.1. rights of way and servitudes existing at the Effective Date for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables;

1.30.2. easements and any restrictions, covenants or liens that are registered on title to any of the Properties, provided such easements, restrictions, covenants and liens existed prior to the Closing Date, do not materially adversely impact operations on the Properties and do not secure indebtedness for borrowed money;

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1.30.3. the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, concession, franchise, grant or permit or by any provision of Law, to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

1.30.4. any reservations or exceptions contained in the original grants from a Governmental Authority or arising pursuant to applicable Law, including without limitation the Mines Act (British Columbia) and the Mineral Tenure Act (British Columbia);

1.30.5. the terms and conditions of any instrument of title in respect of the Properties, provided they do not materially impair the value, use or operation of the Properties;

1.30.6. rights of general application reserved to or vested in any Governmental Authority to levy taxes;

1.30.7. statutory exceptions to title and the reservations, limitations, provisos and conditions in any original grants from the Crown or as provided by Law;

1.30.8. zoning by-laws, ordinances or other restrictions as to the use of real property imposed by any Governmental Authority; and

1.30.9. any First Nations' or First Nations group's proven or asserted claims to aboriginal title or other rights or interests in and to any part of the Properties arising as a result of such group's First Nations status.

1.31. "Properties" means the mineral claims described in Schedule A to this Agreement or any replacement or successor tenure granted to the Vendor in respect of such claims, all of which were issued under the Mineral Tenure Act (British Columbia) and are located in British Columbia.

1.32. "Public Disclosure Documents" means, collectively, all of the documents which have been filed on SEDAR+ by or on behalf of the Purchaser with the relevant securities commissions, regulators or other securities regulatory authorities in any of the provinces or territories of Canada between October 1, 2023, and the date of this Agreement.

1.33. "Purchase Price" has the meaning assigned to it in Section 3.1.

1.34. "Sale Transaction" means a transaction or a series of linked or related transactions resulting in (i) a direct or indirect sale or transfer of any of the Properties, or a property package that includes any of the Properties, or an interest therein by the Purchaser or an affiliate of the Purchaser to a third party, whether by sale, option, joint venture, royalty, streaming or offtake transaction, or (ii) a take-over, amalgamation, plan of arrangement, or business combination in respect of the Purchaser the result of which 51% or more of the issued and outstanding equity or voting securities of the Purchaser is acquired by a single arm's length third party.

1.35. "Transfer Taxes" means all stamp, transfer, sales, use, consumption, value-added, personally property and similar taxes (including, without limitation, GST/HST and any

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provincial sales taxes) payable on or in connection with the transactions contemplated by this Agreement and any filing, registration, recording or transfer fees or duties payable in connection with the transfer of the Properties or the instruments of transfer provided for in this Agreement.

1.36. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, with respect to the Vendor it refers to the actual knowledge of the Chief Executive Officer and the Chief Financial Officer of the Vendor, and with respect to the Purchaser it refers to the actual knowledge of Chief Executive Officer and the Chief Financial Officer of the Purchaser, in each case after due inquiry.

1.37. "TSX-V" means the TSX Venture Exchange.

1.38. “$” means Canadian dollars.

1.39. Attached to and forming part of this Agreement are the following Schedules:

Schedule A – Description of the Properties
Schedule B – Form of Royalty Agreement

2. PURCHASE AND SALE

2.1. Subject to the terms and conditions of this Agreement, the Vendor agrees to sell, assign, transfer and convey to the Purchaser and the Purchaser agrees to purchase from the Vendor all of the Vendor’s rights, title and interest in and to the Properties, subject to the Royalty, free and clear of all Encumbrances other than Permitted Encumbrances.

2.2. Upon completion of the Closing in accordance with the terms of this Agreement, the Vendor will be deemed to have sold, assigned, transferred and conveyed to the Purchaser, and the Purchaser will be deemed to have purchased from the Vendor, all of the Vendor’s rights, title and interest in and to the Properties, subject to the Royalty, free and clear of all Encumbrances other than Permitted Encumbrances.

3. CONSIDERATION

3.1. In consideration for the Properties:

3.1.1. on execution of this Agreement, the Purchaser shall deliver to the Vendor a non-refundable deposit of $50,000 (the “Deposit”), to be committed by the Vendor, at the Vendor’s discretion, to exploration expenditures on the Properties in order to keep the Properties in good standing. The Vendor shall provide the Purchaser with a written invoice for the related exploration expenditures incurred on the Properties; and

3.1.2. at the Closing, the Purchaser shall deliver to the Vendor (or such person as directed, in writing, by the Vendor):

3.1.2.1. 3,500,000 common shares in the capital of the Purchaser (the “Consideration Shares”) at a deemed price of $0.21 per Consideration

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Share, subject to the minimum pricing requirements of the CSE. The Consideration Shares will be subject to the trading restrictions set out in Section 3.3; and

3.1.2.2. a cash payment of $450,000 (“Cash Consideration”) (together with the Consideration Shares, the “Purchase Price”).

3.2. On the Closing Date, the Purchaser shall grant the Royalty to the Vendor pursuant to the Royalty Agreement. The Parties confirm that the Royalty, to the extent permissible under applicable Law, constitutes an interest in land and agree that the Royalty will run with title to the Properties, and that any disposition or transfer of the Properties, or any interest therein or portion thereof, shall be subject to the Royalty.

3.3. The Consideration Shares shall be subject to a trading restriction, reflected in a legend on the share certificates or DRS statements representing the Consideration Shares, providing as follows:

Number of Consideration Shares Expiry of Trading Restriction
1,050,000 Consideration Shares Four months after Closing Date
350,000 Consideration Shares Five months after Closing Date
350,000 Consideration Shares Six months after Closing Date
350,000 Consideration Shares Seven months after Closing Date
350,000 Consideration Shares Eight months after Closing Date
350,000 Consideration Shares Nine months after Closing Date
350,000 Consideration Shares Ten months after Closing Date
350,000 Consideration Shares Eleven months after Closing Date

3.4. In addition to the trading restrictions set forth in Section 3.3, all Consideration Shares issued pursuant to this Agreement will be subject to a restricted resale period of four (4) months plus one (1) day in accordance with Applicable Securities Laws. The Purchaser assumes no registration, prospectus, or other such resale facilitation obligation hereunder and the Vendor is solely responsible for its compliance with Applicable Securities Laws related to the resale of the Consideration Shares.

3.5. In the event of any capital reorganization between the Effective Date and the Closing Date, including any subdivision or any reclassification of the capital of the Purchaser, or in the case of the consolidation, merger, amalgamation or other business combination of the Purchaser with or into any other company (in each case, a “Reorganization”), the number of Consideration Shares to be issued pursuant to this Agreement will be adjusted such that

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the Vendor will receive the same proportionate number of Consideration Shares (and/or any other securities of the Purchaser or securities of any entity resulting from such Reorganization) as it would be entitled to receive had it held the applicable Consideration Shares immediately prior to the time of such Reorganization.

3.6. If, after the Closing Date, the Purchaser completes a Sale Transaction, and provided that immediately before the consummation of such Sale Transaction either (a) the Purchaser, or an Affiliate thereof, continues to own an interest in the Properties, or (b) the Purchaser, or an Affiliate thereof, has disposed of an interest in the Properties in a transaction connected or related to the Sale Transaction, the Purchaser agrees to pay to Vendor, within five (5) Business Days following the completion of the Sale Transaction, a one-time bonus payment (the "Bonus Payment") in accordance with the following scale:

Aggregate Transaction Value Bonus Payment
Less than $10,000,000 $500,000
$10,000,000 to $20,000,000 $1,000,000
Greater than $20,000,000 $1,500,000

The Bonus Payment shall be paid in cash. Where the Sale Transaction is structured as an option, joint venture or other transaction with staged or conditional payments, the Bonus Payment shall not become payable until such consideration is actually received by the Purchaser, its Affiliate, or its securityholders, and further provided, for greater certainty, that the Bonus Payment shall be paid in stages as the Aggregate Transaction Value of such staged or conditional payments totals the above-listed thresholds.

4. TRANSFER TAXES

4.1. In addition to the Purchase Price, the Purchaser shall be liable for and shall pay all applicable Transfer Taxes excluding, for greater certainty, all income-related taxes that may be imposed on the Vendor. The Purchaser shall pay such Transfer Taxes in the prescribed manner and by the prescribed time under applicable Law. If the Vendor is required by Law or by the administration thereof to collect any applicable Transfer Taxes from the Purchaser, the Purchaser shall pay such Transfers Taxes to the Vendor as and when required. If the Vendor is not required by Law or by the administration thereof to collect applicable Transfer Taxes from the Purchaser, the Purchaser shall report and pay such applicable Transfer Taxes to the applicable Governmental Authority.

4.2. The Purchaser shall be liable for and shall comply with the self-assessment provisions under subsection 228(4) of the ETA and undertakes to remit directly to the applicable Governmental Authority, on a timely basis, all GST/HST payable in connection with the sale and conveyance of all Properties that are "real property" as defined in the ETA for GST/HST purposes, respectively. The Purchaser shall, at all times, indemnify and hold harmless the Vendor and its respective directors, officers, and employees against and in respect of any and all GST/HST and related interest and penalties, assessed by any Governmental Authority resulting from the supply of the above Purchased Assets under this Agreement.

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4.3. The Vendor and the Purchaser acknowledge and agree that no GST/HST shall apply to the consideration payable for the supply of the Properties that are natural resource property rights in accordance with subsection 162(2) of the ETA as such supply shall be deemed not to be a supply for GST/HST purposes and any consideration paid or payable in respect of such Properties shall be deemed not to be consideration for such Properties for purposes of the ETA.

5. REPRESENTATIONS AND WARRANTIES

5.1. The Vendor represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying on the representations and warranties given by the Vendor in this Agreement:

5.1.1. the Vendor is a corporation duly organized and validly existing in the jurisdiction of its incorporation and is qualified to do business and is in good standing under the laws of the Province of British Columbia;

5.1.2. the Vendor is the sole beneficial owner of, and possesses and has good and marketable title to, the Properties free and clear of all Encumbrances other than Permitted Encumbrances and, without limiting the generality of the foregoing, other than this Agreement, the Vendor has not entered into and there are not any agreements or options to grant or convey any interest or any right capable of becoming an interest in the Properties or to pay any royalties with respect to the Properties;

5.1.3. the Vendor holds a 100% interest in and to the Properties;

5.1.4. the mineral claims composing the Properties are valid, subsisting and in good standing under applicable Laws and the information in Schedule "A" is accurate and complete;

5.1.5. the execution and delivery of this Agreement and all agreements and instruments to be executed and delivered hereunder and the performance by the Vendor of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Vendor;

5.1.6. there is no public or private litigation, arbitration, proceeding, suit, judgment, enforcement of security proceedings, bankruptcy, insolvency, receivership proceedings or other governmental investigation, whether current, pending or to the Vendor's knowledge threatened, involving any of the Properties, the Vendor, or any of the Affiliates of the Vendor which may, if adversely determined, materially and adversely affect the Properties or the interests of the Vendor or the Purchaser therein or which seeks to or would, if successful, prevent, restrain or prohibit any of the transactions contemplated herein;

5.1.7. the ownership and operations conducted by the Vendor on the Properties and the conditions on and relating thereto were in compliance in all material respects with all applicable Laws, including, without limitation, any Environmental Laws and occupational health and safety laws;

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5.1.8. the Vendor has not (A) used the Properties, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws; or (B) caused or permitted the release of any Hazardous Substance at, on or under the Properties, or the release of any Hazardous Substance off-site of the Properties, except in compliance in all material respects with Environmental Laws. None of the Properties is now, or to the knowledge of the Vendor, has been used for or been designated as a waste disposal site;

5.1.9. the Vendor has not been convicted of an offence or been subjected to any judgment, injunction or other proceeding or been fined or otherwise sentenced for material non-compliance with any Environmental Laws in respect of the Properties and did not settle any prosecution or other proceeding short of conviction in connection therewith;

5.1.10. there have been no claims made, no orders issued or threatened and no investigations conducted, taken or threatened under or pursuant to Environmental Laws with respect to the Properties of which the Vendor is aware other than routine inspections and the Vendor is not aware of any facts or conditions which would reasonably be expected to give rise to such claim, order or investigation.

5.1.11. the Vendor has not received an inquiry from or notice of a pending investigation from any Governmental Authority or of any administrative or judicial proceeding concerning the violation of any Laws (including Environmental Laws) relating to the Properties;

5.1.12. there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Properties and the conduct of operations related thereto, and the Vendor has not received any notice of the same and it is not aware of any basis on which any such order or direction could be made;

5.1.13. there are no reports no analyses or monitoring data for soil, groundwater or surface water or any reports pertaining to any environmental assessments or audits relating to the Properties obtained by, or in the possession or control of, the Vendor;

5.1.14. the Vendor has duly performed and filed in respect of all assessment work requirements and paid or filed when due (and has maintained all documentary evidence of such performance, payments or filings) in all material respects all rents, fees, taxes, assessment, rentals, levies, local improvement charges, rates, assurances, deposits, security, levies, royalties, or other payments, registration and filing fees and utilities charges or rates and all other payments to and assessments of any Governmental Authority or any other person, that are to be performed, paid or filed with respect to the rights of the Vendor in the Properties;

5.1.15. the Vendor has not received any notice of expropriation of all or any part of the Properties nor does the Vendor have knowledge of any expropriation proceeding

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pending or threatened against or affecting the Properties nor of any discussions or negotiations which could lead to any such expropriation;

5.1.16. other than the filings required to effect the transfer of the Properties pursuant to Section 9.4, no authorization, approval, order, license, permit or consent of any person or Governmental Authority, and no registration, declaration or filing by the Vendor with any such person or Governmental Authority, is required in order for the Vendor:

5.1.16.1. to consummate the transactions contemplated by this Agreement;

5.1.16.2. to execute and deliver any of the documents and instruments to be delivered by the Vendor under this Agreement; or

5.1.16.3. to duly perform and observe the terms and provisions of this Agreement;

5.1.17. the Vendor is not in breach of or in default under any of the terms or conditions of any authorizations, approvals, orders, licenses, permits or consents issued by any Governmental Authority that are held by the Vendor in connection with the Properties;

5.1.18. the Vendor will not be in default as a result of the consummation of the transactions contemplated by this Agreement, under any contract, royalty, agreement, commitment, mortgage, indenture, loan agreement, lease, license, or other instrument to which it is a party;

5.1.19. the execution and delivery of this Agreement and the exercise by the Purchaser of the rights granted to it under this Agreement will not conflict with or be in contravention of any Law or conflict with rights of third parties or result in a breach of or default under any of the terms, conditions or provisions of the constating documents of the Vendor, or any agreement or other instrument of obligation to which the Vendor is a party or by which the Vendor or the Properties may be bound;

5.1.20. this Agreement constitutes a legal, valid and binding obligation of the Vendor, enforceable against each of them in accordance with its terms, subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought;

5.1.21. the sale of the Properties to the Purchaser as contemplated herein constitutes an "Exempt Transaction" pursuant to TSX-V Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets;

5.1.22. the Vendor is not a non-resident for the purposes of Section 116 of the Income Tax Act (Canada);

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5.1.23. the Vendor is duly registered for GST/HST purposes under Part IX of the ETA and its registration number is 84204 1303 RT0001; and

5.1.24. the sale of the Properties does not constitute a disposition by the Vendor of all or substantially all of its undertaking.

5.2. The Purchaser represents and warrants to the Vendor as follows, and acknowledges that the Vendor is relying on the representations and warranties given by the Purchaser in this Agreement:

5.2.1. the Purchaser is a corporation duly organized and validly existing in the jurisdiction of its incorporation and is qualified to do business and is in good standing under the laws of the Province of British Columbia;

5.2.2. the execution and delivery of this Agreement and all other agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of the Purchaser;

5.2.3. the Purchaser is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario and the Common Shares are listed and posted for trading on the CSE;

5.2.4. the Consideration Shares to be issued pursuant to this Agreement will, upon issue, be issued as fully paid and non-assessable common shares of the Purchaser, issued in compliance with all Applicable Securities Laws and the Vendor (or such person as directed, in writing, by the Vendor) will be the registered holder of and will hold legal title to such common shares free and clear of all pre-emptive rights, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever, except as imposed by applicable securities laws;

5.2.5. no order ceasing or suspending trading in the securities of the Purchaser nor prohibiting sale of such securities has been issued to the Purchaser or its directors, officers and, to the knowledge of the Purchaser, no investigations or proceedings for such purposes are pending or threatened;

5.2.6. other than the Exchange Non-Objection and any filings required by the CSE or pursuant to Applicable Securities Laws, no authorization, approval, order, license, permit or consent of any person or Governmental Authority, and no registration, declaration or filing by the Purchaser with any such person or Governmental Authority, is required in order for the Purchaser:

5.2.6.1. to consummate the transactions contemplated by this Agreement;

5.2.6.2. to execute and deliver any of the documents and instruments to be delivered by the Purchaser under this Agreement; or

5.2.6.3. to duly perform and observe the terms and provisions of this Agreement;

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5.2.7. the Purchaser will not be in default as a result of the consummation of the transactions contemplated by this Agreement, under any contract, royalty, agreement, commitment, mortgage, indenture, loan agreement, lease, license, or other instrument to which it is a party;

5.2.8. the execution and delivery of this Agreement and the exercise by the Purchaser of the rights granted to it under this Agreement will not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of the constating documents of the Purchaser or any agreement or other instrument of obligation to which the Purchaser is a party or by which it may be bound;

5.2.9. this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against each of them in accordance with its terms, subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought;

5.2.10. as of the date of this Agreement, the authorized capital of the Purchaser consists of an unlimited number of common shares without par value, of which 14,771,450 common shares are issued and outstanding as fully paid and non-assessable;

5.2.11. the Purchaser has filed all documents required to be filed by it under applicable Securities Laws, and the Public Disclosure Documents, were as of the date of such documents, true and correct in all material respects, and to the knowledge of the Purchaser, contained no misrepresentation and no material change or material fact or facts were omitted therefrom which would make such information misleading in light of the circumstances in which it was made, as at the date thereof;

5.2.12. the financial statements of the Purchaser filed with the Public Disclosure Documents since the fiscal period ended September 30, 2023 (collectively the "Financial Statements") have been prepared in accordance with International Financial Reporting Standards and present fairly, in all material respects, the financial position and all material liabilities of the Purchaser as of the respective dates thereof and the business of the Purchaser has been carried on in the usual and ordinary course consistent with past practice since the date of the most recent Financial Statements;

5.2.13. no adverse material change in the financial position of the Purchaser has taken place since the date of the latest statement of financial position contained in the Financial Statements, except as disclosed in the Public Disclosure Documents;

5.2.14. to the knowledge of the Purchaser, the Purchaser and its subsidiaries have conducted and are conducting the business thereof in compliance with all applicable law, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business except as disclosed in the Public Disclosure Documents. or where any non-compliance of such laws, rules, regulations, tariffs, orders and directives separately or in the aggregate would not reasonably be


expected to have a material adverse effect. To the knowledge of the Purchaser, all permits, certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to carry on the business currently carried on, or contemplated to be carried on, by it, are in place, or with respect to Governmental Licenses to conduct future activities, are reasonably expected to be in place at the time such activities are commenced. There has been no material breach of the terms and conditions of all such Governmental Licenses. All of the Governmental Licenses are valid and in full force and effect and are reasonably expected to remain valid and in full force and effect. No notice of proceedings relating to the revocation or modification of any such Governmental Licenses has been issued or to the Purchaser’s knowledge, is contemplated;

5.2.15. the Purchaser through its subsidiaries, is the beneficial owner of the properties, business and assets or the interests in the properties, business and assets disclosed in the Public Disclosure Documents, all agreements by which the Purchaser holds an interest in a property, business or asset are in good standing according to their terms except as disclosed in the Public Disclosure Documents or where any such default would not have a material adverse effect on such properties, business and assets, and, except as disclosed in the Public Disclosure Documents, there has not been any breach of the applicable laws of the jurisdictions in which such properties, business and assets are situated which would have a material adverse effect on such properties, business and assets;

5.2.16. other than as disclosed in the Public Disclosure Documents, there are no material actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of the Purchaser after due inquiry, threatened against or adversely affecting the Purchaser or any of its affiliates or to which any of their property or assets is subject, at law or in equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way have a material adverse effect and none of the Purchaser or any of its affiliates are subject to any judgment, order, writ, injunction, decree or award of any governmental authority (including, but not limited to, any regulatory authorities), which, either separately or in the aggregate, has or may reasonably be expected to have a material adverse effect; and

5.2.17. the Purchaser is duly registered for GST/HST purposes under Part IX of the ETA and its registration number is 793647603.

5.3. The representations and warranties contained in Section 5.1:

5.3.1. are provided for the exclusive benefit of the Purchaser and a breach of any one or more of them may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and

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5.3.2. shall survive the execution and delivery of this Agreement, the Closing and the termination of this Agreement for a period of 12 months.

5.4. The representations and warranties contained in Section 5.2:

5.4.1. are provided for the exclusive benefit of the Vendor and a breach of any one or more of them may be waived by the Vendor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and

5.4.2. shall survive the execution and delivery of this Agreement, the Closing and the termination of this Agreement for a period of 12 months.

5.5. Each Party will indemnify and save harmless the other Party and its Affiliates and their personnel from and against any and all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against one or more of them by any person, firm or corporation and all loss, cost, damages, expenses (including, without limitation, legal fees) and liabilities which may be suffered or incurred by them arising out of or in connection with or in any way referable to, whether directly or indirectly any breach of the indemnifying Party’s covenants, representations and warranties under this Agreement or in the certificates delivered pursuant to Section 9.2.1 or Section 9.3.1, as applicable. The indemnities shall survive the execution and delivery of this Agreement, the Closing and the termination of this Agreement.

5.6. Each Party will use its respective commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article 6.

6. CONDITIONS OF CLOSING

6.1. The obligation of the Purchaser to complete the purchase of the Properties contemplated by this Agreement is subject to the fulfilment at or prior to the Closing Time of the following conditions, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

6.1.1. the Purchaser shall not have received any objection from CSE to the completion of the transactions contemplated by this Agreement within five (5) Business Days of filing the CSE Notice as contemplated in Section 8.1.1 (the “Exchange Non-Objection”);

6.1.2. the representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing;

6.1.3. all of the covenants and obligations of the Vendor to be performed or observed on or before the Closing pursuant to this Agreement shall have been duly performed or observed in all material respects; and

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6.1.4. the Vendor shall have delivered to the Purchaser all the documents set out in Section 9.2.

6.2. The obligation of the Vendor to complete the sale of the Properties contemplated by this Agreement is subject to the fulfilment at or prior to the Closing Time of the following conditions, which conditions are for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor in its sole discretion:

6.2.1. the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing;

6.2.2. all of the covenants and obligations of the Purchaser to be performed or observed on or before the Closing pursuant to this Agreement shall have been duly performed or observed in all material respects; and

6.2.3. the Purchaser shall have delivered to the Vendor all the documents set out in Section 9.3.

7. COVENANTS OF THE VENDOR

7.1. During the term of this Agreement, the Vendor will:

7.1.1. make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out in this Agreement;

7.1.2. not grant an Encumbrance on all or any part of its interest in the Properties;

7.1.3. provide the Purchaser and its representatives reasonable access to, review and make copies (paper or electronic) of all factual data including reports, maps, sections, drill logs, assay results, studies and all other technical, accounting and financial records or data (paper or electronic), with respect to all work performed on or concerning, or extracted from, the Properties, to the extent the same are in the possession or control of the Vendor or its personnel, within ten (10) Business Days of any request therefor by the Purchaser to the Vendor;

7.1.4. promptly provide the Purchaser with any and all notices and correspondence received by the Vendor from relevant Governmental Authorities in respect of the Properties and request such Governmental Authorities to copy the Purchaser on all correspondence and notices;

7.1.5. cooperate in the preparation and filing of any application for regulatory approval or any other order, registration, consent, filing, ruling, exemption or approval, and any other documents reasonably determined by the Purchaser to be necessary to discharge its obligations under applicable Laws and the rules and policies of the CSE in connection with this Agreement, including, but not limited to providing the

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Purchaser with whatever information, consent or authorization the Purchaser or its authorized representatives deem reasonably necessary to complete its filings in connection with the transactions contemplated herein; and

7.1.6. make all necessary governmental and other filings for which it is responsible under this Agreement in a timely fashion.

8. COVENANTS OF THE PURCHASER

8.1. During the term of this Agreement, the Purchaser will:

8.1.1. file the CSE Notice within two (2) Business Days of the execution of this Agreement;

8.1.2. make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out in this Agreement;

8.1.3. cooperate in the preparation and filing of any application for regulatory approval or any other order, registration, consent, filing, ruling, exemption or approval, and any other documents reasonably determined by the Vendor to be necessary to discharge its obligations under applicable Laws in connection with this Agreement, including, but not limited to providing the Vendor with whatever information, consent or authorization the Vendor deems necessary to complete its filings in connection with the transactions contemplated herein; and

8.1.4. make all necessary governmental and other filings for which it is responsible under this Agreement in a timely fashion, including any necessary filings with the CSE.

9. CLOSING

9.1. Subject to the satisfaction (or waiver, to the extent permitted in this Agreement) of all of the conditions set forth in Section 6, the Closing shall take place remotely at the Closing Time, or at such other time or place, as the Vendor and the Purchaser may agree. The Parties may deliver closing documents electronically, except where originals are reasonably required by either Party.

9.2. At the Closing, the Vendor shall deliver the following to the Purchaser:

9.2.1. a certificate, dated the Closing Date and signed by a duly authorized officer of the Vendor, that each of the conditions set forth in Section 6.1.1, Section 6.1.2 and Section 6.1.3 has been satisfied;

9.2.2. an executed version of the Royalty Agreement; and

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9.2.3. such other documents, instruments and certificates dated as of the Closing Date as are reasonably required to consummate the transactions contemplated by this Agreement.

9.3. At the Closing, the Purchaser shall deliver the following to the Vendor:

9.3.1. a certificate, dated the Closing Date and signed by a duly authorized officer of the Purchaser, that each of the conditions set forth in Section 6.2.1 and Section 6.2.2 has been satisfied;

9.3.2. the Cash Consideration by way of a certified cheque or wire transfer;

9.3.3. a direct registration statement representing the Consideration Shares;

9.3.1. an executed version of the Royalty Agreement, and the Purchaser will upon request sign and deliver to the Vendor, and the Vendor may register or otherwise record against title to the Properties, a form of notice or other document or documents as the Vendor may reasonably request to give notice of the existence of the Royalty to third parties; and

9.3.2. such other documents, instruments and certificates dated as of the Closing Date as are reasonably required to consummate the transactions contemplated by this Agreement.

9.4. Once the Parties, or counsel for the Parties, as the case may be, have confirmed that all of the closing deliveries contemplated in Sections 9.2 and 9.3 have been delivered and are in order, the Vendor shall promptly, on the Closing Date, initiate transfer to the Purchaser of a 100% registered interest in the mineral claims comprising the Properties with all appropriate and necessary government agencies (including but not limited to taking all necessary action to transfer to the Purchaser title to the mineral claims comprising the Properties through the British Columbia Mineral Titles Online system), subject to the Royalty, free and clear of all Encumbrances other than Permitted Encumbrances; and the Purchaser shall, as soon as possible thereafter, accept such transfers once they have been initiated by the Vendor and pay any Transfer Taxes associated with such transfers to the Vendor.

9.5. It is a condition of the Closing that all matters of payment and the execution and delivery of documents by either Party to the other Party pursuant to the terms of this Agreement are concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, executed and delivered, as the case may be.

10. TERMINATION

10.1. This Agreement may be terminated by:

10.1.1. mutual agreement of the Parties hereto;

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10.1.2. by the Purchaser, by notice given at or prior to Closing to the Vendor, if any condition set forth in Section 6.1 has not been satisfied as of the Closing Date (or if the condition is required by its terms to be satisfied prior to the Closing Date, as of such earlier date) or if the satisfaction of any such condition by the Closing Date (or if applicable, such earlier date) is or becomes impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and the Purchaser has not waived that condition on or before the Closing Date (or if applicable, such earlier date);

10.1.3. by the Vendor, by notice given at or prior to Closing to the Purchaser, if any condition set forth in Section 6.2 has not been satisfied as of the Closing Date (or if the condition is required by its terms to be satisfied prior to the Closing Date, as of such earlier date) or if the satisfaction of any such condition by the Closing Date (or if applicable, such earlier date) is or becomes impossible (other than through the failure of the Vendor to comply with its obligations under this Agreement), and the Vendor has not waived that condition on or before the Closing Date (or if applicable, such earlier date); or

10.1.4. by either Party hereto, by notice in writing to the other Party, if the Closing Date has not occurred by September 30, 2025, or such other date as is agreed in writing by the Parties.

10.2. If this Agreement is terminated, this Agreement will be of no further force and effect and each Party will cease to be liable to the other in debt, damages or otherwise for their obligations under this Agreement, except with respect to those obligations that explicitly survive termination.

10.3. If this Agreement is terminated pursuant to Section 10.1.3 or Section 10.1.4, the Deposit shall be retained by the Vendor.

11. RESTRICTION ON ASSIGNMENT

11.1. No Party may assign its rights or interests in this Agreement without the prior written consent of the other Parties hereto; provided, however, that the Purchaser may, without consent of the Vendor, assign this Agreement and its rights, interests and obligations hereunder to the Purchaser’s wholly-owned subsidiary, Zeal Exploration Inc. (FMC 289721), provided, that such assignment by Purchaser shall not limit or affect Purchaser’s obligations under this Agreement (including, for greater certainty, the obligation to deliver Consideration Shares and pay the Cash Consideration to the Vendor in accordance with this Agreement).

12. NOTICES

12.1. All notices, payments and other required communications (“Notices”) to one of the Purchaser or the Vendor by the other shall be in writing and shall be addressed respectively as follows:

If to Vendor:

LEGAL_47427811.8


Coast Copper Corp.
Suite 904 – 409 Granville Street
Vancouver, BC V6C 1T2
Canada

Attention: Adam Travis, Chief Executive Officer
Email: [Redacted - Personal Email Address]

If to the Purchaser:

Hi-View Resources Inc.
Suite 700 – 838 West Hastings Street
Vancouver, BC V6C 0A6
Canada

Attention: R. Nick Horsley, Chief Executive Officer
Email: [Redacted - Personal Email Address]

All Notices shall be given (1) by personal delivery to the addressee, or (2) by e-mail to the applicable address noted above. All Notices shall be effective and shall be deemed delivered (1) if by personal delivery on the date of delivery if delivered during normal business hours and, if not delivered during normal business hours, on the next Business Day following delivery, and (2) if by e-mail on the next Business Day following receipt of the e-mail.

13. CONFIDENTIALITY

13.1. Subject to Section 13.2, all information, whether in tangible, electronic, or verbal form, and whether or not marked as confidential, received or obtained by the Purchaser or the Vendor hereunder or pursuant hereto shall be kept confidential by it and no part thereof may be disclosed or published without the prior written consent of the other, except such information as may be required to be disclosed by a Party to its employees, officers, legal, financial and other professional advisors and agents on a need to know basis, or as may be required to be disclosed or published by Law (including Applicable Securities Laws) or any Governmental Authority, provided that any such required disclosure shall be strictly limited in scope and content to the extent reasonably possible. The provisions of this Section 13.1 shall survive the Closing and the termination of this Agreement and continue in full force and effect following the Closing or termination of this Agreement for the benefit of the other Party in accordance with the terms thereof.

13.2. Confidential information shall not include the following:

13.2.1. information that, at the time of disclosure, is in the public domain;
13.2.2. information that, after disclosure, is published or otherwise becomes part of the public domain through no fault of the recipient;
13.2.3. information that the recipient can show already was in the possession of the recipient at the time of disclosure; and

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13.2.4. information that the recipient can show was received by it after the time of disclosure, from a third party who was under no obligation of confidence to the disclosing Party at the time of disclosure.

14. MISCELLANEOUS

14.1. Personal Information. Each Party acknowledges and consents to the fact that the other Party is collecting the “personal information” (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time-to-time) of its identifiable individuals for the purpose of completing the transactions contemplated in this Agreement. Each Party acknowledges and consents to the other retaining such personal information for as long as permitted or required by law or business practices. Each Party further acknowledges and consents to the fact that the other Party and its Affiliates may provide regulatory authorities with any personal information in connection with this Agreement. Each Party represents and warrants to the other that it has the authority to provide the consents and acknowledgements regarding the personal information of identifiable individuals of that Party.

14.2. Expenses. All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transactions herein contemplated shall be paid by the Party incurring such costs and expenses.

14.3. Applicable Law. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, excluding any conflict of law principles that would require the application of the law of any other jurisdiction. The Parties hereto irrevocably agree to attorn to the exclusive jurisdiction of the courts of British Columbia with respect to any legal proceedings relating to this Agreement.

14.4. Business Ventures. This Agreement and the rights and obligations of the Parties hereunder are strictly limited to the Properties. Each Party will have the free and unrestricted right to enter into, conduct and benefit from business ventures of any kind whatsoever, whether or not competitive with the activities undertaken pursuant hereto, without disclosing such activities to the other Party or inviting or allowing the other to participate.

14.5. Broker’s Fees. Each Party acknowledges and agrees that it is not aware of any current or possible future claim for brokerage, agency, finder’s fee or commission in connection with the transactions contemplated by this Agreement.

14.6. Entire Agreement. This Agreement constitutes the entire agreement and understanding, and supersedes any and all prior and/or contemporaneous agreements and understandings, both written and oral, among the Parties hereto with respect to the Properties. None of the Parties hereto has made any representations, warranties, covenants or agreements relating to the Properties except as expressly set forth in this Agreement.

14.7. Severability. If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and

LEGAL_47427811.8


21

enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

14.8. Further Assurances. Each Party shall do and perform all such acts and things, and execute all such deeds, documents and writings, and give all such assurances, as may be necessary to give effect to this Agreement.

14.9. Binding Effect. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

14.10. Waiver and Amendment. Except as expressly provided in this Agreement, no amendment or waiver of it will be binding unless made in writing. No waiver of any provision, or any portion of any provision, of this Agreement will constitute a waiver of any other part of the provision or any other provision of this Agreement nor a continuing waiver unless otherwise expressly provided.

14.11. Time of the Essence. Time is of the essence in respect of this Agreement.

14.12. Counterparts. This Agreement may be executed in counterparts and by electronic transmission, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

[signature page follows]

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

COAST COPPER CORP.

By: "Adam Travis"
Name: Adam Travis
Title: Chief Executive Officer

HI-VIEW RESOURCES INC.

By: "R. Nick Horsley"
Name: R. Nick Horsley
Title: Chief Executive Officer

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SCHEDULE A

DESCRIPTION OF THE PROPERTIES

100% Owned Mineral Tenures

Title Number Claim Name Owner Title Type Title Sub Type Map Number Issue Date Good To Date Status Area (ha)
1119010 Borealis 1 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1648.782
1119011 Borealis 2 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1495.9825
1119012 Borealis 3 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1739.178
1119013 Borealis 4 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 228.1954
1119015 Borealis 5 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 87.9452
1119016 Borealis 6 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1759.0039
1119017 Borealis 7 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1761.4148
1121919 Borealis 8 286868 (100%) Mineral Claim 094E 3/17/2025 3/17/2026 GOOD 385.56

Application for Mineral Claim Acquisition

Title Number Claim Name Applicants Info Title Type Title Sub Type Map Number Application Submitted Area (ha)
1125070 Borealis 9 286868 Mineral Claim 094E 08/19/2025 1,761.09

This mineral claim application has been submitted to the Mineral Titles Online system as is awaiting approval from the Mineral Titles branch.

LEGAL_47427811.8


img-0.jpeg

LEGAL_47427811.8


25

SCHEDULE B

FORM OF ROYALTY AGREEMENT

LEGAL_47427811.8


1

NET SMELTER RETURNS ROYALTY AGREEMENT

Between

HI-VIEW RESOURCES INC.

and

COAST COPPER CORP.

Dated September 23, 2025

in respect of

BOREALIS PROPERTY – BRITISH COLUMBIA, CANADA


TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION... 1
SECTION 1.1 DEFINITIONS... 1
SECTION 1.2 SCHEDULES... 7
SECTION 1.3 GOVERNING LAW... 7
SECTION 1.4 SEVERABILITY... 7
SECTION 1.5 CALCULATION OF TIME... 7
SECTION 1.6 HEADINGS... 8
SECTION 1.7 OTHER MATTERS OF INTERPRETATION... 8

ARTICLE 2 ROYALTY DESCRIPTION... 8
SECTION 2.1 ROYALTY RESERVED... 8
SECTION 2.2 ROYALTY PAYOR'S BUYOUT RIGHT... 8
SECTION 2.3 INTEREST IN THE PROPERTIES... 9

ARTICLE 3 OPERATION OF THE PROPERTIES... 10
SECTION 3.1 OPERATIONS... 10
SECTION 3.2 SALES TO OR PROCESSING BY AFFILIATES... 10
SECTION 3.3 COMMINGLING... 11
SECTION 3.4 STOCKPILING... 11
SECTION 3.5 TAILINGS AND WASTE PRODUCTS... 11
SECTION 3.6 RIGHTS TO MONITOR PROCESSING OF MINERALS... 11
SECTION 3.7 ABANDONMENT OF PROPERTIES... 11

ARTICLE 4 PAYMENTS... 12
SECTION 4.1 PAYMENT OBLIGATION... 12
SECTION 4.2 PAYMENTS... 12
SECTION 4.3 ADJUSTMENTS... 13
SECTION 4.4 CURRENCY... 13
SECTION 4.5 WIRE TRANSFER... 13
SECTION 4.6 TRADING ACTIVITIES... 14
SECTION 4.7 BOOKS AND RECORDS... 14
SECTION 4.8 INTEREST... 14
SECTION 4.9 PAYMENT ON EXPROPRIATION OR INVOLUNTARY SURRENDER... 14

ARTICLE 5 INDEMNITIES... 15
SECTION 5.1 INDEMNITIES... 15
SECTION 5.2 LIMITATION... 15

ARTICLE 6 ARBITRATION... 15
SECTION 6.1 NOTICE OF DISPUTE... 15
SECTION 6.2 ARBITRATION PANEL... 15
SECTION 6.3 CONDUCT OF ARBITRATION... 16
SECTION 6.4 JURISDICTION OF COURTS... 16

ARTICLE 7 MISCELLANEOUS... 16
SECTION 7.1 OTHER ACTIVITIES AND INTERESTS... 16
SECTION 7.2 NO PARTNERSHIP... 17
SECTION 7.3 NOTICE... 17
SECTION 7.4 FURTHER ASSURANCES... 18
SECTION 7.5 ENTIRE AGREEMENT... 18
SECTION 7.6 NO WAIVERS... 18

1


LEGAL*67504278.1

SECTION 7.7 TIME OF THE ESSENCE...18
SECTION 7.8 COUNTERPARTS...19
SECTION 7.9 PARTIES IN INTEREST...19

SCHEDULE A PROPERTIES
SCHEDULE B MAP OF PROPERTIES


NET SMELTER RETURNS ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT dated as of the 23rd day of September, 2025.

BETWEEN:

HI-VIEW RESOURCES INC., a company organized under the laws of British Columbia

(the "Royalty Payor")

OF THE FIRST PART

AND:

COAST COPPER CORP., a corporation organized under the laws of British Columbia

(the "Royalty Holder")

OF THE SECOND PART

A. WHEREAS pursuant to the Asset Purchase Agreement (as defined herein) the Royalty Payor acquired, a 100% right, title and ownership interest in the Properties (as defined herein) from the Royalty Holder.

B. AND WHEREAS as partial consideration for the acquisition for the acquisition of the Properties under the Asset Purchase Agreement, the Royalty Payor has agreed to grant to the Royalty Holder the Net Smelter Returns Royalty (as defined herein) on the production of metals and minerals from the Properties on the terms set out in this Royalty Agreement.

For good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In this Royalty Agreement, unless otherwise provided:

(a) “Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;


Royalty Agreement – Borealis Property, British Columbia

(b) “Allowable Deductions” means the following costs, charges and expenses paid, incurred, or deemed incurred by the Royalty Payor and/or its Affiliates with respect to Products:

(i) charges for treatment in the smelting, refining, solution extraction, electrowinning and other beneficiation processes (including handling, provisional settlement fees, weighing, sampling, assaying, umpire and representation costs, penalties, and other processor deductions), but excluding costs of mining and milling or concentrating;

(ii) actual costs of transportation (including loading, freight, insurance, security, surveyor fee, transaction taxes, handling, port fees, demurrage, delay, and forwarding expenses incurred by reason of or in the course of transportation) of Products from the Properties to the place of treatment and then to the place of sale;

(iii) costs or charges of any nature for or in connection with insurance, storage, or representation at a smelter or refinery for Products or refined metals; and

(iv) sales, use, severance, excise, net proceeds of mine, and ad valorem taxes, and any taxes on or measured by mineral production, but excluding any and all taxes based on the net or gross income of the Royalty Holder or other operator of the Properties, or the Royalty Payor, the value of the Properties, or the privilege of doing business and other taxes assessed on a similar basis;

provided that whether Products are processed on or off the Properties in a facility wholly or partially owned by the Royalty Payor or any of its Affiliates, Allowable Deductions will not include any costs that are in excess of those that would be incurred on an arm’s length basis at market terms, or which would not be Allowable Deductions if those Products were processed by an independent third Person;

(c) “Applicable Law” or “Applicable Laws” means all applicable federal, provincial, territorial, state, regional and local laws (statutory or common), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, concessions, franchises, licences, orders, directives, judgments, decrees, administrative acts and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature applicable to the Parties or in connection with the Properties or this Royalty Agreement (including environmental laws and any applicable securities laws or regulations, and any applicable rules of any stock exchange, imposing disclosure requirements);

(d) “Asset Purchase Agreement” means the asset purchase agreement between the Royalty Holder and the Royalty Payor dated August 20, 2025;

(e) “Average Copper Price” means the average COMEX HG, First Position, quotation, as published in the “Metals Week” supplement to Platts Metals Daily (or, should that publication cease, another similar publication acceptable to the


Royalty Agreement – Borealis Property, British Columbia

Parties, acting reasonably) calculated by summing such quoted prices reported for each day (or the average of all such prices reported for each such day, if more than one) and dividing this sum by the number of days for which such prices were reported;

(f) “Average Gold Price” means the average COMEX, First Position, quotation, as published in the “Metals Week” supplement to Platts Metals Daily (or should that publication cease, another similar publication acceptable to the Parties, acting reasonably) calculated by summing such quoted prices reported for each day (or the average of all such prices reported for each such day, if more than one) and dividing the sum by the number of days for which such prices were reported;

(g) “Average Molybdenum Price” means the average price per unit for molybdenum as quoted by the “Metals Week” supplement to Platts Metals Daily (or, should that publication cease, another similar publication acceptable to the Parties, acting reasonably) calculated by dividing the sum of all such quoted prices reported for the period by the number of days for which such prices were reported;

(h) “Average Silver Price” means the average daily silver price quotation by Handy & Harman as published in the “Metals Week” supplement to Platts Metals Daily (or, should that publication cease, another similar publication acceptable to the Parties, acting reasonably), calculated by dividing the sum of all such quoted prices reported for the period by the number of days for which such prices were reported;

(i) “Business Day” means any day other than a Saturday, Sunday or a day that is a statutory holiday in the place where an action is to be performed or a Notice is to be received;

(j) “CAD$” means the currency of Canada;

(k) “Claim” means any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees and all reasonable Costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing;

(l) “Claimant” has the meaning set out in Section 6.1;

(m) “Copper Production” means the quantity of refined copper out-turned during a calendar month to the Royalty Payor’s pool account by a refinery in respect of Products, on either a provisional or final settlement basis;

(n) “Costs” means any and all damages, including economic losses, costs, expenses, liabilities and obligations of whatsoever kind, direct or indirect, including fines, penalties, interest, lawyers’ fees and disbursements, expenses and taxes thereon;

(o) “Dispute” has the meaning set out in Section 6.1;

(p) “First Buyout Payment” has the meaning set out in Section 2.2;


Royalty Agreement – Borealis Property, British Columbia

(q) “First Buyout Payment Notice” has the meaning set out in Section 2.2;

(r) “GAAP” means generally accepted accounting principles in Canada, as in effect from time to time;

(s) “Gold Production” means the quantity of refined gold out-turned during a calendar month to the Royalty Payor’s pool account by a refinery in respect of Products, on either a provisional or final settlement basis;

(t) “Gross Proceeds” means, subject to the provisions of Section 4.6, proceeds received by the Royalty Payor for the Sale of Products from the Properties, whether processed on or off of the Properties, determined as follows:

(i) if Products are sold by the Royalty Payor in the form of raw ore, doré, or concentrates, then the Gross Proceeds in respect of such ore, doré or concentrates will be equal to the amount of the proceeds actually received by the Royalty Payor or credited to the Royalty Payor’s account during the calendar month from the Sale of such ore, doré or concentrates;

(ii) if Products are sold by the Royalty Payor in the form of refined copper, then such copper will be deemed to have been sold at the Average Copper Price for the calendar month in which the Products were produced, and the Gross Proceeds in respect of copper will be determined by multiplying Copper Production for such calendar month by the Average Copper Price for such calendar month;

(iii) if Products are sold by the Royalty Payor in the form of refined gold, then such gold will be deemed to have been sold at the Average Gold Price for the calendar month in which the Products were produced, and the Gross Proceeds in respect of gold will be determined by multiplying Gold Production for such calendar month by the Average Gold Price for such calendar month;

(iv) if Products are sold by the Royalty Payor in the form of refined molybdenum, then such molybdenum will be deemed to have been sold at the Average Molybdenum Price for the calendar month in which the Products were produced, and the Gross Proceeds in respect of molybdenum will be determined by multiplying Molybdenum Production for such calendar month by the Average Molybdenum Price for such calendar month;

(v) if Products are sold by the Royalty Payor in the form of refined silver, then such silver will be deemed to have been sold at the Average Silver Price for the calendar month in which the Products were produced, and the Gross Proceeds in respect of silver will be determined by multiplying Silver Production for such calendar month by the Average Silver Price for such calendar month;


Royalty Agreement – Borealis Property, British Columbia

(vi) if Products are sold by the Royalty Payor in the form of refined metals other than copper, gold, silver or molybdenum then the Gross Proceeds will be equal to the amount of the proceeds actually received by the Royalty Payor during the calendar month from the Sale of such refined metal; and

(vii) if there is a Loss of Products, then the Gross Proceeds will be equal to the sum of the insurance proceeds in respect of such Loss and any Gross Proceeds from the Sale of such Products, determined under Section 1.1(t)(vi);

(u) “IFRS” means international financial reporting standards as issued by the International Accounting Standards Board, as in effect from time to time;

(v) “Loss” means an insurable loss of or damage to Products, whether or not occurring on or off the Properties and whether the Products are in the possession of the Royalty Payor or otherwise;

(w) “Minerals” means all marketable naturally occurring metallic minerals or mineral bearing material in whatever form or state, including, without limitation, any precious metal, any base metal or diamonds mined, extracted, removed, produced or otherwise recovered from the Properties (but, for greater certainty, not including any rock, sand, gravel or aggregate and other common non-metallic materials), whether in the form of ore, doré, concentrates, precipitates, refined metals or any other beneficiated or derivative products thereof and including any such metallic minerals or mineral bearing materials or products derived from any processing or reprocessing of any tailings or other waste products originally derived from the Properties;

(x) “Molybdenum Production” means the quantity of refined molybdenum out-turned during a calendar month to the Royalty Payor’s pool account by a refinery in respect of Products, on either a provisional or final settlement basis;

(y) “Net Smelter Returns” means Gross Proceeds less Allowable Deductions, and any deemed Net Smelter Returns pursuant to Section 4.9;

(z) “Net Smelter Returns Royalty” means the percentage of Net Smelter Returns to which the Royalty Holder is entitled pursuant to this Royalty Agreement, being 3%, reducible to 1% pursuant to Section 2.2;

(aa) “Notice” has the meaning set out in Section 7.3(a);

(bb) “Notice of Dispute” has the meaning set out in Section 6.1;

(cc) “Party” or “Parties” means one or more of the parties to this Royalty Agreement;

(dd) “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or other form of enterprise, or any government or any agency or political subdivision thereof;


Royalty Agreement – Borealis Property, British Columbia

(ee) “Products” means all ores, doré, concentrates, metals, Minerals and Mineral by-products that are produced or extracted by or on behalf of the Royalty Payor from the Properties;

(ff) “Properties” means the interests in the mineral titles listed in Schedule A to this Royalty Agreement and as depicted in Schedule B and any other mineral titles to which such Schedule A mineral titles may be converted;

(gg) “Respondent” has the meaning set out in Section 6.1;

(hh) “Royalty Agreement” means this Net Smelter Returns Royalty Agreement;

(ii) “Royalty Holder” has the meaning set out in the preamble to this Royalty Agreement;

(jj) “Royalty Holder Interest” means the Royalty Holder’s Interest in the Properties and any Minerals derived from the Properties pursuant to the terms of this Agreement;

(kk) “Royalty Holder Parties” has the meaning set out in Section 5.1;

(ll) “Royalty Payments” has the meaning set out in Section 2.1;

(mm) “Royalty Payor” has the meaning set out in the preamble to this Royalty Agreement;

(nn) “Rules” has the meaning set out in Section 6.3;

(oo) “Sale” means the transfer of title to Products by or on behalf of the Royalty Payor, or any Affiliate of the Royalty Payor to a Person, whether or not an Affiliate of the Royalty Payor, and is deemed to include a deemed transfer of title to Products transported off the Properties that the Royalty Payor elects to have credited to or held for its account by a smelter, refiner or broker, and is also deemed to include any Loss prior to any transfer or deemed transfer of title to Products; but a deemed sale shall arise only as the result of a voluntary election on the part of the Royalty Payor and shall not arise in circumstances in which a delay in transfer of title or in payment to the Royalty Payor is caused by the acts or omissions of an unrelated Person;

(pp) “Second Buyout Payment” has the meaning set out in Section 2.2;

(qq) “Second Buyout Payment Notice” has the meaning set out in Section 2.2;

(rr) “Silver Production” means the quantity of refined silver out-turned during a calendar month to the Royalty Payor’s pool account by a refinery in respect of Products, on either a provisional or final settlement basis;

(ss) “Third Buyout Payment” has the meaning set out in Section 2.2;


Royalty Agreement – Borealis Property, British Columbia

(tt) “Third Buyout Payment Notice” has the meaning set out in Section 2.2;
(uu) “Third Party” means, with respect to a Party, a Person (other than another Party) acting at arm’s length to such Party;
(vv) “trading activities” has the meaning set out in Section 4.6;
(ww) “Transfer” means, with respect to any Holdings, (a) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Holdings (or any participation or interest therein), whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing and (b) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Holdings (or any participation or interest therein), or any agreement or commitment to do any of the foregoing;
(xx) “USD” means currency of the United States of America; and
(yy) “VanIAC” has the meaning set out in Section 6.2;

Section 1.2 Schedules

Schedule A, which is attached to this Royalty Agreement, is by reference incorporated into and forms part of this Royalty Agreement:

Section 1.3 Governing Law

This Royalty Agreement will in all respects be governed by and be construed in accordance with the laws in force in the Province of British Columbia, Canada without regard for conflicts of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction and, subject to Article 6, will be under the exclusive jurisdiction of the courts of the Province of British Columbia, Canada.

Section 1.4 Severability

If any one or more of the provisions contained in this Royalty Agreement is held to be invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, the validity, legality and enforceability of such provision will not in any way be affected or impaired thereby under the laws of any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

Section 1.5 Calculation of Time

If any time period set forth in this Royalty Agreement ends on a day of the week which is not a Business Day, then notwithstanding any other provision of this Royalty Agreement, such period will be extended until the end of the next following day which is a Business Day.


Royalty Agreement – Borealis Property, British Columbia

Section 1.6 Headings

The headings to the articles and sections of this Royalty Agreement are inserted for convenience only and will not affect the construction hereof.

Section 1.7 Other Matters of Interpretation

In this Royalty Agreement:

(a) the singular includes the plural and vice versa;

(b) the masculine includes the feminine and vice versa;

(c) references to “article”, “section” and “subsection” are to articles, sections and subsections of this Royalty Agreement, respectively;

(d) all provisions requiring a Party to do or refrain from doing something will be interpreted as the covenant of that Party with respect to that matter notwithstanding the absence of the words “covenants” or “agrees” or “promises”;

(e) all provisions requiring a Party to do something will be interpreted as including the covenant of that Party to cause that thing to be done when the Party cannot directly perform the covenant but can indirectly cause that covenant to be performed, whether by an Affiliate under its control or otherwise;

(f) the word “person” includes an individual, partnership, firm, corporation, company, body politic, or government or department thereof; and

(g) the words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions when used in this Royalty Agreement refer to the whole of this Royalty Agreement and not to any particular article, part, section, Schedule or portion thereof.

ARTICLE 2 ROYALTY DESCRIPTION

Section 2.1 Royalty Reserved

Subject to Section 2.2, the Royalty Holder has agreed to accept and the Royalty Payor has agreed to grant to the Royalty Holder a Net Smelter Returns Royalty in respect of the Properties equal to the aggregate of three percent (3%) of the Net Smelter Returns from the Sale of all Products (the “Royalty Payments”), on the terms and conditions specified in this Royalty Agreement.

Section 2.2 Royalty Payor’s Buyout Right

(a) The Royalty Payor has the right, exercisable at any time by written notice to the Royalty Holder and by subsequent payment of the sum of $2,500,000 (the “First


Royalty Agreement – Borealis Property, British Columbia

Buyout Payment") in cash to the Royalty Holder, to reduce the percentage of Net Smelter Returns constituting the Net Smelter Returns Royalty payable under this Royalty Agreement to 2% of the Net Smelter Returns from the Sale of all Products. If such First Buyout Payment is made, the Parties acknowledge that the Net Smelter Returns Royalty will be automatically reduced to 2% of the Net Smelter Returns from the Sale of all Products as of the date of such First Buyout Payment. At the request of the Royalty Payor, following receipt of the First Buyout Payment the Royalty Holder shall deliver to the Royalty Payor an executed quitclaim or deed of release in respect of 1% of the Net Smelter Returns, in form and substance satisfactory to the Royalty Payor, acting reasonably, which document shall constitute an amendment of this Royalty Agreement, to specifically provide for the reduction of the Net Smelter Returns Royalty. For greater certainty and without limitation, any theretofore made payments of the Net Smelter Returns Royalty shall not be refunded by the Royalty Holder to the Royalty Payor and the reduction in Royalty Payments shall apply only on a going forward basis.

(b) If the First Buyout Payment has been completed, the Royalty Payor has the right, exercisable at any time by written notice to the Royalty Holder and by subsequent payment of the sum of $5,000,000 (the "Second Buyout Payment") in cash to the Royalty Holder, to reduce the percentage of Net Smelter Returns constituting the Net Smelter Returns Royalty payable under this Royalty Agreement to 1% of the Net Smelter Returns from the Sale of all Products. If such Second Buyout Payment is made, the Parties acknowledge that the Net Smelter Returns Royalty will be automatically reduced to 1% of the Net Smelter Returns from the Sale of all Products as of the date of such Second Buyout Payment. At the request of the Royalty Payor, following receipt of the Second Buyout Payment the Royalty Holder shall deliver to the Royalty Payor an executed quitclaim or deed of release in respect of 1% of the Net Smelter Returns, in form and substance satisfactory to the Royalty Payor, acting reasonably, which document shall constitute an amendment of this Royalty Agreement, to specifically provide for the reduction of the Net Smelter Returns Royalty. For greater certainty and without limitation, any theretofore made payments of the Net Smelter Returns Royalty shall not be refunded by the Royalty Holder to the Royalty Payor and the reduction in Royalty Payments shall apply only on a going forward basis.

Section 2.3 Interest in the Properties

The Parties intend that the Net Smelter Returns Royalty and the Royalty Holder’s Interest, to the extent permissible under Applicable Laws, constitutes an interest in the Properties and, accordingly agree that:

(a) the Net Smelter Returns Royalty and the Royalty Holder’s Interest will run with the title to the Properties so that all transfers of the Properties or any interest therein shall be subject to the Net Smelter Returns Royalty and the Royalty Holder’s Interest;


Royalty Agreement – Borealis Property, British Columbia

(b) the Royalty Payor shall not grant any Person a security interest in the Properties unless such Person has executed a deed of covenant agreeing to be bound, to the extent of any interest in the Properties transferred pursuant to such security interest, by all the terms and conditions of this Royalty Agreement, and the transferee of such interest shall assume all of the rights, obligations and liabilities of the Royalty Payor under this Agreement; and

(c) the Royalty Payor will, upon request from the Royalty Holder, sign and deliver to the Royalty Holder, and the Royalty Holder may, to the extent permissible under Applicable Laws, register or otherwise record against titles to the Properties, the form of notice or other document or documents as the Royalty Holder may reasonably request to give notice of the existence of the Net Smelter Returns Royalty and the Royalty Holder’s Interest to third Persons, and to protect the Royalty Holder’s right to receive the Net Smelter Returns Royalty as contemplated herein, and the Royalty Payor shall provide such assistance therewith as the Royalty Holder reasonably requests.

ARTICLE 3

OPERATION OF THE PROPERTIES

Section 3.1 Operations

The Royalty Payor may, but will not be obligated to, treat, mill, sort, concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the ores, concentrates, and other Products at sites located on or off the Properties, prior to a Sale. The Royalty Payor will not be liable for mineral values lost in processing under sound practices and procedures, and no Net Smelter Returns Royalty will be due on any such lost mineral values. The Royalty Payor will have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of the Properties and may suspend operations and production on the Properties at any time it considers prudent or appropriate to do so. The Royalty Payor will not owe the Royalty Holder any duty to explore, develop or mine the Properties, or to do so at any rate or in any manner other than that which the Royalty Payor may determine in its sole and unfettered discretion. The Royalty Payor may, but is not obligated to, retain ore or treated ore containing Minerals as inventory for any length of time and for any reason, subject to the requirements of Section 3.4. The Royalty Payor shall not have an obligation to sell any Minerals at any time.

Section 3.2 Sales to or Processing by Affiliates

The Royalty Payor will be permitted to sell Products in the form of raw ore, doré, or concentrates to its Affiliate, provided that such Sales will be deemed, for the purposes of this Royalty Agreement, to have been sold at prices and on terms no less favorable to the Royalty Payor than those that would be extended by an unaffiliated third Person in an arm’s length transaction under similar circumstances. The Royalty Payor will be permitted to contract with its Affiliates or an unaffiliated third Person for the smelting or other processing of Products, provided that such contract is on an arm’s length basis at market terms.


Royalty Agreement – Borealis Property, British Columbia

Section 3.3 Commingling

Commingling of Products from the Properties with other ores, doré, concentrates, metals, Minerals or Mineral by-products produced elsewhere is permitted, provided that reasonable and customary procedures, in accordance with good Canadian mining industry practice, are established for the weighing, sampling, assaying and other measuring or testing necessary to fairly allocate valuable metals contained in such Products and in the other ores, doré, concentrates, metals, Minerals and Mineral by-products.

Section 3.4 Stockpiling

The Royalty Payor may stockpile Products at such place or places which are owned, leased or otherwise controlled by the Royalty Payor or its Affiliates provided that same are appropriately identified and secured from loss, theft, tampering and contamination.

Section 3.5 Tailings and Waste Products

All tailings, waste rock or other waste products resulting from the mining, milling or other processing of ores derived from the Properties shall be the sole and exclusive property and responsibility of the Royalty Payor, but shall be subject to the Royalty and the terms of this Agreement, including the provisions in respect of commingling, if such tailings, waste rock or other waste products are processed in the future resulting in the production of Minerals therefrom.

Section 3.6 Rights to Monitor Processing of Minerals

Subject at all times to the workplace rules and supervision of the Royalty Payor, and provided any rights of access do not interfere with any exploration, development, mining or milling work conducted on the Properties or at any mill at which Minerals from the Mining Property may be processed, the Holder shall at all reasonable times and upon reasonable notice, and at its sole risk and expense, have: (a) a right of access by its representatives to the Properties and to any mill used by the Royalty Payor to process Minerals derived from the Properties (provided that in the event such mill is not owned or controlled by the Royalty Payor, such right of access shall only be the same as any such right of access of the Royalty Payor; and (b) the right: (i) to monitor the Royalty Payor’s stockpiling and milling of ore or Minerals derived from the Properties and to take samples from the Properties or any stockpile or from any mill or processor (if not prohibited under any contract between the Royalty Payor and any such processor) for purposes of assay verifications; and (ii) to weigh or to cause the Royalty Payor to weigh all trucks transporting Minerals from the Properties to any mill processing Minerals from the Mining Property prior to dumping of such ore and immediately following such dumping.

Section 3.7 Abandonment of Properties

The Royalty Payor shall be entitled to abandon the Properties or any part thereof, provided that it shall give 120 days’ prior written notice to the Royalty Holder of its intention to do so. Upon subsequent escheat, forfeiture or conveyance back to the governmental entity that is entitled to the Properties (or any part thereof) upon such abandonment, this Agreement shall be null and void and of no further force or effect with respect to the portion of the Properties that have been abandoned, but further provided that if the Royalty Payor or any Affiliate of the Royalty Payor re-stakes the land subject to the Properties at any time after such escheat, forfeiture or conveyance back to the governmental entity that is entitled to the Properties (or any part thereof) upon such abandonment, this Royalty Agreement and the Net Smelter Returns Royalty shall again be of force and effect and shall apply to such re-staked lands and any Minerals derived


Royalty Agreement – Borealis Property, British Columbia

therefrom. For greater certainty, this Agreement shall remain in force and effect with respect to that portion of the Mining Property that have not been abandoned pursuant to this Section 3.7.

ARTICLE 4

PAYMENTS

Section 4.1 Payment Obligation

The obligation to pay Net Smelter Returns Royalty will accrue upon the first to occur of (a) the Sale of Products or (b) the out-turn of refined metals by a refinery to the Royalty Payor’s pool account in respect of Products. Where the Sale of Products or the out-turn of refined metals is made on a provisional basis, the amount of Net Smelter Returns Royalty payable will be based upon the amount of refined metal (or other Products) credited by such provisional settlement, but will be adjusted to account for the amount of refined metal (or other Products) established by final settlement by the refinery or by the purchaser of other Products, as the case may be. The payment of Net Smelter Returns Royalty based on a deemed transfer of title to Products transported off the Properties that the Royalty Payor elects to have credited to or held for its account by a smelter, refiner or broker will be final (subject to Section 4.3) and shall not be considered provisional.

Section 4.2 Payments

The Net Smelter Returns Royalty will be due and payable quarterly on the last day of the month next following the end of the calendar quarter in which the obligation to pay the same accrued. Net Smelter Returns Royalty payments will be accompanied by a statement showing in reasonable detail:

(a) the quantities and grades of Products produced and sold or deemed sold by the Royalty Payor in the preceding calendar quarter;

(b) the proceeds of Sale for other Products on which Net Smelter Returns Royalty is due;

(c) Allowable Deductions

(d) if in the previous calendar quarter, Minerals were commingling pursuant to Section 3.3, a detailed summary of the quantities of Minerals commingled and the basis of calculation thereof;

(e) if in the previous calendar quarter Minerals in the form of ores have been stockpiled but not sold or processed by the Royalty Payor, a statement of the tonnage and location of such stockpiled Minerals; and

(f) other pertinent information in sufficient detail to explain the calculation of the Net Smelter Returns Royalty payment.


Royalty Agreement – Borealis Property, British Columbia

Section 4.3 Adjustments

All Royalty Payments will be considered final and in full satisfaction of all obligations of the Royalty Payor with respect thereto, unless the Royalty Holder gives the Royalty Payor written notice describing and setting forth an objection to the determination thereof within one year after receipt by the Royalty Holder of the quarterly royalty statement referred to in Section 4.2. If the Royalty Holder objects to a particular quarterly statement as herein provided:

(a) The Royalty Holder will, for a period of thirty (30) days after the Royalty Payor receives notice of such objection, have the right, upon reasonable notice and at a reasonable time, to have the Royalty Payor’s accounts and records relating to the calculation of the Net Smelter Returns Royalty in question audited by an independent chartered or certified public accountant knowledgeable in the mining industry selected by the Royalty Holder and who enters into a confidentiality undertaking.

(b) If such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, such deficiency or excess will be resolved by adjusting the next quarterly Net Smelter Returns Royalty payment due hereunder. If production has ceased, settlement will be made between the Parties by cash payment.

(c) The Royalty Holder will pay all costs of such audit unless a deficiency of five percent (5%) or more of the amount due to the Royalty Holder is determined to exist. The Royalty Payor will pay the costs of such audit if a deficiency of five percent (5%) or more of the amount due is determined to exist.

Failure on the part of the Royalty Holder to make claim on the Royalty Payor for adjustment in such one year period will establish the correctness of the payment and preclude the filing of exceptions thereto or making of claims for adjustment thereon.

Section 4.4 Currency

Unless otherwise specified, all payments to be made under this Royalty Agreement will be made in CAD. If a payment is denominated in USD, it shall be converted into CAD based on the exchange rate published by the Bank of Canada for the Business Day immediately preceding the date of payment.

Section 4.5 Wire Transfer

Payments hereunder will be made without demand, notice, set-off, or reduction, by wire transfer in good, immediately available funds, to such account or accounts as the Royalty Holder may designate pursuant to wire instructions provided by the Royalty Holder to the Royalty Payor not less than three (3) Business Days prior to the date upon which such payment is to be made as described in Section 4.2.


Royalty Agreement – Borealis Property, British Columbia

Section 4.6 Trading Activities

The Royalty Payor will have the right to market and sell refined metals and other Products in any manner it may elect, and will have the right to engage in forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (“trading activities”) which may involve the possible physical delivery of Products. The Net Smelter Returns Royalty will not apply to, and the Royalty Holder will not be entitled or required to participate in, any gain or loss of the Royalty Payor or its Affiliate in trading activities or in the actual marketing or Sales of Products delivered pursuant to trading activities. In determining the Net Smelter Returns Royalty payable on any Products delivered pursuant to trading activities, the Royalty Payor will not be entitled to deduct from Gross Proceeds any losses suffered by the Royalty Payor or its Affiliates in trading activities. In the event that the Royalty Payor engages in trading activities, the Net Smelter Returns Royalty will be determined on the basis of the value of Products produced and without regard to the price or proceeds actually received by the Royalty Payor, as applicable, for or in connection with the Sale, or the manner in which a Sale to a third Person is made by the Royalty Payor, as applicable. In the event that the Royalty Payor engages in trading activities in respect of Products other than refined metals, the Gross Proceeds will be determined on the basis of the value of such Products ex headframe or minesite loading facility in the case of ores or ex mill or other treatment facility in the case of other Products. The Parties agree that the Royalty Holder is not a participant in the trading activities of the Royalty Payor, and therefore the Net Smelter Returns Royalty will not be diminished or improved by losses or gains of the Royalty Payor in any such trading activities.

Section 4.7 Books and Records

All books and records used by the Royalty Payor to calculate the Net Smelter Returns Royalty due hereunder will be kept according to IFRS consistently applied (with sufficient information to reconcile to GAAP).

Section 4.8 Interest

If it is determined by an agreement between the Parties, or as the result of an audit pursuant to Section 4.3, or as a result of arbitration pursuant to Article 6, that any Royalty Payment has not been paid in full, the Royalty Payor shall pay interest on the delinquent payment at a rate per annum equal to the rate of interest that the Canadian Imperial Bank of Commerce establishes as its Prime rate of interest plus 7% per annum, commencing on the date on which such delinquent payment was properly due and continuing until the date on which the Royalty Holder receives payment in full of such delinquent payment and all accrued interest thereon. For the purposes of this Section, the Prime rate shall be determined as of the date on which such delinquent payment was properly due.

Section 4.9 Payment on Expropriation or Involuntary Surrender

Any net proceeds received as compensation for the expropriation or other involuntary surrender of the Properties or any Minerals derived from the Properties to a third party, after deducting all reasonable costs associated with such expropriation or other involuntary surrender,


Royalty Agreement – Borealis Property, British Columbia

including all reasonable legal, accounting, valuation and other professional advisor fees, shall be deemed to be Net Smelter Returns hereunder.

ARTICLE 5

INDEMNITIES

Section 5.1 Indemnities

The Royalty Payor agrees that it will defend, indemnify, reimburse and hold harmless the Royalty Holder, its officers, directors, shareholders, employees and its successors and assigns (collectively the “Royalty Holder Parties”), and each of them, from and against any and all claims, demands, liabilities, actions and proceedings, which may be made or brought against the Royalty Holder Parties or which any of them may sustain, pay or incur that result from or relate to operations conducted on or in respect of the Properties that result from or relate to the mining, handling, transportation, smelting or refining of the Products or the handling or transportation of the Products.

Section 5.2 Limitation

The indemnity provided in Section 5.1 is limited to claims, demands, liabilities, actions and proceedings that may be made or taken against an indemnified party its capacity as or related to the Royalty Holder as a holder of the Net Smelter Returns Royalty and will not include any indemnity in respect of any claims, demands, liabilities, actions and proceedings against a Royalty Holder Party in any other capacity.

ARTICLE 6

ARBITRATION

Section 6.1 Notice of Dispute

The Parties will attempt to resolve amicably any claims, controversies, failure to agree, disagreement or dispute (each a “Dispute”) between them arising under or related to this Royalty Agreement, by referral to successively higher level of the Parties’ respective management. If there is no resolution of the Dispute by this means within thirty (30) days, then such Dispute will be submitted to arbitration by written demand of any Party. To demand arbitration, a Party (the “Claimant”) will give the other Party (the “Respondent”) a Notice specifying the issues in dispute, the amount involved, the remedy requested and the name of the arbitrator the Claimant appoints (such Notice, a “Notice of Dispute”). Within twenty (20) Business Days after receipt of the Notice of Dispute, the Respondent will answer the Notice of Dispute in writing, specifying the issues the Respondent disputes.

Section 6.2 Arbitration Panel

The arbitration will be determined by one arbitrator to be agreed upon by the Claimant and the Respondent within 10 Business Days after the Respondent has responded to the Notice of Dispute. If the Claimant and the Respondent cannot agree on the appointment of an arbitrator, the Claimant and the Respondent shall refer the matter to the Vancouver International Commercial Arbitration Centre (the “VanIAC”) and the VanIAC shall appoint the arbitrator. The arbitrator


Royalty Agreement – Borealis Property, British Columbia

appointed by the Claimant and the Respondent or by the VanIAC shall be experienced and knowledgeable in respect of the matters in dispute as set out in the Notice of Dispute and any response to the Notice of Dispute. No person will be appointed or selected as an arbitrator hereunder unless such person agrees in writing to serve. The selection of an arbitrator, either by agreement of the Claimant and the Respondent or by the VanIAC shall be final and binding on the Claimant and the Respondent.

Section 6.3 Conduct of Arbitration

Except as specifically provided in this Article 6, arbitration hereunder will be conducted in the English language in accordance with the current VanIAC international commercial arbitration rules (in this Article, the "Rules"). The seat of arbitration is Vancouver, British Columbia. The arbitrator will fix a time and place in Vancouver, British Columbia reasonably convenient for the Claimant and the Respondent, after giving the Claimant and the Respondent not less than seven (7) Business Days' Notice, for the purpose of hearing the evidence and representations of the Claimant and the Respondent and they will preside over the arbitration and determine all questions of procedure not provided for under the Rules or this Section 6.3. After hearing any evidence and representations that the Claimant and the Respondent may submit, the arbitrator will make a decision and reduce the same to writing and deliver one copy thereof to each of the Claimant and the Respondent. The arbitrator will endeavor to make a decision within forty-five (45) days after its appointment, subject to any reasonable delay due to unavoidable circumstances. Any decision by the arbitrator will follow and apply the laws applicable to this Royalty Agreement pursuant to Section 1.3. The expense of the arbitration, including travel costs, expert witness and attorney's fees and costs will be paid as determined in the discretion of the arbitrator, having due regard for the outcome of the arbitration and the relationship of the result to the positions taken by the Claimant and the Respondent to the Dispute. In the absence of fraud or manifest error, the decision of the arbitrator will be final and binding upon each of the Parties to the dispute.

Section 6.4 Jurisdiction of Courts

Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Except where matters are expressed herein to be subject to arbitration, the provincial or federal courts sitting in British Columbia, Canada will have exclusive jurisdiction to hear and determine all matters relating to this Royalty Agreement, including enforcement of the obligation to arbitrate. The Parties hereby irrevocably consent, agree and submit to the jurisdiction of the provincial or federal courts sitting in British Columbia, Canada. Nothing in this Agreement shall prevent either party from applying to the provincial or federal courts sitting British Columbia, Canada for interlocutory, injunctive, provision or interim measures, including but not limited to any claim for preliminary injunctive relief.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Other Activities and Interests

This Royalty Agreement and the rights and obligations of the Parties hereunder are strictly limited to the Properties. Each Party will have the free and unrestricted right to enter into, conduct


Royalty Agreement – Borealis Property, British Columbia

and benefit from any and all business ventures of any kind whatsoever, whether or not competitive with the activities undertaken pursuant hereto, without disclosing such activities to the other Party or inviting or allowing the other to participate therein including activities involving mineral titles adjoining the Properties.

Section 7.2 No Partnership

This Royalty Agreement is not intended to, and will not be deemed to, create any partnership relation between the Parties including, without limitation, a mining partnership or commercial partnership. The obligations and liabilities of the Parties will be several and not joint and neither Party will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of the other Party. Nothing herein contained will be deemed to constitute a Party the partner, agent or legal representative of the other Party or to create any fiduciary relationship between the Parties.

Section 7.3 Notice

(a) Any notice or writing required or permitted to be given under this Royalty Agreement or any communication otherwise made in respect of this Royalty Agreement (referred to in this Section as a "Notice") shall be sufficiently given if in writing and: (i) delivered personally, either to the individual designated below for such Party, or to an individual having apparent authority to accept deliveries on behalf of such individual at the address set out below for such Party; (ii) transmitted by email, receipt acknowledged by the receiving Party within 72 hours of the applicable Notice being sent by email, to the applicable email addresses set out below for such Party.

(b) In the case of a notice to the Royalty Payor, at:

Hi-View Resources Inc.

Suite 700 – 838 West Hasting Street

Vancouver, BC V6C 0A6

Attention: R. Nick Horsley, Chief Executive Officer

Email: [Redacted - Personal Email Address]

(c) In the case of a Notice to the Royalty Holder, at:

Coast Copper Corp.

Suite 904 – 409 Granville Street

Vancouver, BC V6C 1T2

Canada

Attention: Adam Travis, Chief Executive Officer

Email: [Redacted - Personal Email Address]


Royalty Agreement – Borealis Property, British Columbia

or at such other address as the Party (or Parties) to whom such Notice is to be given shall have last notified the Party giving the same, in the manner provided in this Section.

(c) Any Notice is effective:

(i) if personally delivered as described above, on the day of personal service to the recipient Party; and
(ii) if sent by email, then on the day on which the sender receives confirmation of receipt by return electronic email from the recipient (provided that the confirmation of receipt cannot be reasonably suspected of being an automatically generated response and must be received within 72 hours after transmission of the Notice) if that day is a Business Day and if the confirmation was received prior to 5:00 p.m. local time in the place of delivery or receipt, and otherwise, on the next Business Day.

Section 7.4 Further Assurances

Each Party will, at the request of another Party and at the requesting Party’s expense, execute all such documents and take all such actions as may be reasonably required to effect the purposes and intent of this Royalty Agreement.

Section 7.5 Entire Agreement

This Royalty Agreement, including the Schedule hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof, all previous agreements and promises in respect thereto being hereby expressly rescinded and replaced hereby. No modification or alteration of this Royalty Agreement will be effective unless in writing executed subsequent to the date hereof by both Parties. No prior written or contemporaneous oral promises, representations or agreements are binding upon the Parties. There are no implied covenants contained herein, except the covenants of good faith and fair dealing that are sometimes implied in such agreements.

Section 7.6 No Waivers

No waiver of or with respect to any term or condition of this Royalty Agreement will be effective unless it is in writing and signed by the waiving Party, and then such waiver will be effective only in the specific instance and for the purpose of which given. No course of dealing among the Parties, nor any failure to exercise, nor any delay in exercising, any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any specific waiver of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 7.7 Time of the Essence

Time is of the essence in the performance of any and all of the obligations of the Parties, including, without limitation, the payment of monies.


Royalty Agreement – Borealis Property, British Columbia

Section 7.8 Counterparts

This Royalty Agreement may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Such counterparts may be delivered by regular post, courier or electronic mail.

Section 7.9 Parties in Interest

This Royalty Agreement will inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

[Intentionally left blank; Signature page follows]


Royalty Agreement – Borealis Property, British Columbia

IN WITNESS WHEREOF the Parties caused this Net Smelter Returns Royalty Agreement to be executed and delivered as of the date first set forth above.

HI-VIEW RESOURCES INC.

By:
Name: R. Nick Horsley
Title: Chief Executive Officer

COAST COPPER CORP.

By:
Name: Adam Travis
Title: Chief Executive Officer

20


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SCHEDULE A

PROPERTIES

100% Owned Mineral Tenures

Title Number Claim Name Owner Title Type Title Sub Type Map Number Issue Date Good To Date Status Area (ha)
1119010 Borealis 1 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1648.782
1119011 Borealis 2 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1495.9825
1119012 Borealis 3 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1739.178
1119013 Borealis 4 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 228.1954
1119015 Borealis 5 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 87.9452
1119016 Borealis 6 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1759.0039
1119017 Borealis 7 286868 (100%) Mineral Claim 094E 1/17/2025 1/17/2026 GOOD 1761.4148
1121919 Borealis 8 286868 (100%) Mineral Claim 094E 3/17/2025 3/17/2026 GOOD 385.56

Application for Mineral Claim Acquisition

Title Number Claim Name Applicants Info Title Type Title Sub Type Map Number Application Submitted Area (ha)
1125070 Borealis 9 286868 Mineral Claim 094E 08/19/2025 1,761.09

This mineral claim application has been submitted to the Mineral Titles Online system as is awaiting approval from the Mineral Titles branch.


SCHEDULE B

MAP OF PROPERTIES

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