Interfield Global Software Inc. - M&A Activity 2022

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made effective the 25 day of August, 2022.

AMONG:

HIGHBURY PROJECTS INC.

a corporation existing under the laws of the Province of British Columbia, having an office at Suite 206 - 595 Howe Street, Vancouver, British Columbia V6C 2T5

(hereinafter referred to as the “ Purchas e r ”)

and -

INTERFIELD SOLUTIONS LTD.

a corporation existing under the laws of the Republic of Seychelles, having an office at Suite 910 Yes Business Centre, Al Barsha 1, Dubai UAE, P.O. Box 78020

(hereinafter referred to as “ Interfield ”)

-and-

The ordinary beneficial shareholders of Interfield listed in the attached Schedule “A” (which shareholders, together, if applicable, with any persons that become shareholders of Interfield prior to Closing, hereinafter collectively referred to as, the “ Shareholders ”, and individually as, a “ Shareholder ”)

WHEREAS:

A. The Shareholders are collectively the legal and/or beneficial owners of all of the issued and outstanding ordinary shares in the capital of Interfield (the “ Interfield Shares ”);
B. The Purchaser has agreed to purchase all of the outstanding Interfield Shares (the “ Transaction ”) on the terms and conditions set forth in this Agreement; and
C. The Shareholders who have executed this Agreement have agreed to the Transaction.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the respective covenants and agreements herein contained, the Parties hereto covenant and agree as follows:

ARTICLE I INTERPRETATION

1.01 Definitions

In this Agreement, unless otherwise defined, capitalized words and terms shall have the following meanings:

(a) “ Agreement ” means this share exchange agreement as the same may be supplemented or amended from time to time;
(b) “ Alternative Transaction ” means any of the following (and excludes the transactions contemplated by this Agreement): (a) any merger, amalgamation, arrangement, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving Interfield or the Purchaser, or any analogous transaction whereby Interfield or the Purchaser becomes directly or indirectly publicly listed; (b) any acquisition of all or substantially all of the assets of Interfield or the Purchaser (or any lease, long-term supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect); (c) any acquisition of beneficial ownership of 50% or more of Interfield’s or the Purchaser’s ordinary or common shares in a single transaction or a series of related transactions; (d) any acquisition by Interfield or the Purchaser of any assets or capital stock of another person (other than acquisitions of capital stock or assets of any other person that are not, individually or in the aggregate, material to Interfield or he Purchaser); or (e) any bona fide proposal to, or public announcement of an intention to, do any of the foregoing on or before the Termination Date;
(c) “ Applicable Laws ” means all applicable rules, policies, notices, orders and legislation of any kind whatsoever of any Governmental Authority having jurisdiction over the transactions contemplated hereby;
(d) “ BCBCA ” means the Business Corporations Act (British Columbia); (e) “ BCSC ” means the British Columbia Securities Commission;
(f) “ Board ” means the board of directors of the Purchaser;
(g) “ Books and Records ” means all technical, business and financial records, financial books and records of account, books, data, reports, files, lists, drawings, plans, logs, briefs, customer and supplier lists, deeds, certificates, contracts, surveys, title opinions or any other documentation and information in any form whatsoever (including written, printed, electronic or computer printout form) relating to a corporation and its business;
(h) “ Business Day ” means a day which is not a Saturday, Sunday or a statutory holiday in the Province of British Columbia;
(i) “ Closing ” means the completion of the Transaction in accordance with the terms and conditions of this Agreement;
(j) “ Closing Date ” means the date of Closing, which shall be on or before the Termination Date, or such other date as the Parties may determine, following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transaction (other

than conditions that are satisfied with respect to actions the respective Parties will take at the Closing itself), or such other date as the Parties may mutually determine;

(k) “ Contracts ” (individually, a “ Contract ”) means all written or oral outstanding contracts and agreements, leases (including the real property leases), third-party licenses, insurance policies, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which a Party is bound or under which a Party has, or will have, any rights or obligations and includes rights to use, franchises, license and sub-licenses agreements and agreements for the purchase and sale of assets or shares;
(l) “ Corporate Records ” means the corporate records of a corporation, including: (i) its articles, notice of articles or other constating documents, any unanimous shareholders agreement and any amendments thereto; (ii) all minutes of meetings and resolutions of shareholders, directors and any committee thereof; (iii) the share certificate books, register of shareholders, register of transfers and registers of directors and officers; and (iv) all accounting records;
(m) “ Delisting ” has the meaning set forth in Section 2.07;
(n) “ Disclosed ” means, in the case of the Shareholders and Interfield, fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) in the Disclosure Letter, and, in the case of the Purchaser, fairly disclosed in writing to Interfield prior to the date of this Agreement (with sufficient details to identify the nature and scope of the matter disclosed);
(o) “ Disclosure Letter ” means a letter of even date with this Agreement from Interfield to the Purchaser that is described as the ‘Disclosure Letter’ attached hereto as Schedule E;
(p) “ Eligible Holder ” means beneficial owner of Purchased Shares who is, immediately prior to the Closing: (i) a resident of Canada for purposes of the Tax Act and not exempt from Tax under Part I of the Tax Act, or (ii) a partnership, any member of which is a resident of Canada for purposes of the Tax Act and not exempt from Tax under Part I of the Tax Act;
(q) “ Encumbrance ” means any security interest, mortgage, charge, pledge, hypothec, lien, encumbrance, restriction, option, adverse claim, right of others or other encumbrance of any kind.
(r) “ Environmental Liability ” means all adverse material conditions which may give rise to any claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses (including, without limitation, attorneys’ fees and costs, experts’ fees and costs, and consultant’s fees and costs) of any kind or of any nature whatsoever that are asserted, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, contaminant costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above properties and/or emanating or migrating and/or threatening to emanate or migrate from such properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged

violation of all Applicable Laws aimed at reclamation or restoration of such properties; abatement of pollution; protection of the environment, protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural and historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, 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 pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes;

(s) “Escrow Agent ” means such escrow agent as may be agreed to by the Purchaser and Interfield, each acting reasonably;
(t) “ GEM Agreement ” has the meaning set forth in Section 4.03(g);
(u) “ GEM Warrants ” means the share purchase warrants issued pursuant to the GEM Agreement whereby each GEM Warrant is exercisable into one Resulting Issuer Share at a price of up to $1 per Resulting Issuer Share for a period of three (3) years from the date of the Listing;
(v) “ Governmental Authority ” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, court, tribunal, commission, board or agency, domestic or foreign, or (b) regulatory authority, (excluding any securities commission or stock exchange, including the NEO);
(w) “ Hazardous Materials ” means any contaminant, pollutant, waste, hazardous material, toxic substance, radioactive substance, petroleum and its derivatives and by products and other hydrocarbons, dangerous substances and dangerous goods, all as identified or giving rise to any Environmental Liability.
(x) “ Joint Venture Agreement ” means the joint venture agreement between the Purchaser and Full Metals Minerals Ltd. dated February 19, 2009;
(y) “ IFRS ” means International Financial Reporting Standards;
(z) “ Indemnified Party ” has the meaning set forth in Section 9.04;
(aa) “ Interfield ” means Interfield Solutions Ltd.;
(bb) “ Interfield Company Warrants ” means the issued and outstanding share purchase warrants of Interfield as outlined in Schedule “B” attached hereto;
(cc) “ Interfield Material Contracts ” has the meaning set forth in Section 6.03(p);
(dd) “ Interfield Private Placement ” means the sale of Interfield Subscription Receipts on a private placement basis for gross proceeds of a minimum of US$2,000,000 and up to a maximum of US$3,000,000 whereby each Interfield Subscription Receipt shall be automatically converted into one Interfield Share and one Interfield Subscription Receipt Warrant;

(ee) “ Interfield Shareholder Consent Agreement ” means the consent agreement to be entered into between the Purchaser and each New Interfield Shareholder by the Time of Closing, substantially in the form attached hereto as Schedule “C”;
(ff) “ Interfield Shares ” means the ordinary shares in the capital of Interfield, including, for avoidance of doubt, the ordinary shares of Interfield issued upon conversion of the Interfield Subscription Receipts;
(gg) “ Interfield Subscription Receipts ” means the subscription receipts of Interfield convertible into one Interfield Share and one Interfield Subscription Receipt Warrant;
(hh) “ Interfield Subsidiary ” means Interfield Software Solutions LLC, a company existing under the laws of Dubai, U.A.E., whereby its legal title is held in the name of Harold Hemmerich for the benefit of Interfield pursuant to a bare trust agreement dated June 15, 2021;
(ii) “ Interfield Subscription Receipt Warrants ” means the share purchase warrants issued pursuant to the Interfield Private Placement whereby each Interfield Subscription Receipt Warrant: (i) is exercisable into one Interfield Share at a price of US$64 per Interfield Share; and (ii) will be exchanged for Resulting Issuer Replacement Warrants upon completion of the Transaction whereby each Resulting Issuer Replacement Warrant will be exercisable into one Resulting Issuer Share at a price of $1 per Resulting Issuer Share, for a period of twenty-four (24) months from the date of the Listing;
(jj) “ Interfield Warrants ” means collectively, the Interfield Company Warrants and the Interfield Subscription Receipt Warrants;
(kk) “ IP ” means any and all intellectual property or proprietary rights arising at law or in equity, including, without limitation, (i) patents, all patent rights and all patent rights and all applications therefor and all reissues, re-examinations, continuations, continuationsin-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, mask works and mask work registrations and applications therefor, author’s rights and works of authorship, (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary and manufacturing processes, technology, formulae, and algorithms, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, (vii) industrial designs or design patents, whether or not patentable or registrable, patented or registered or the subject of applications for registration or patent or registration and all rights of priority, applications, continuations, continuations-in-part, divisions, re-examinations, reissues and other derivative applications and patents therefor, (viii) licenses, contacts and agreements otherwise relating to the IP, and (ix) the goodwill symbolized or represented by the foregoing;
(ll) “ laws ” means all statutes, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the person referred to in the context in which such word is used; and “ law ” means any one of them;

(mm) “ Lien ” means any mortgage, encumbrance, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition, which, in substance, secures payment, or performance of an obligation;
(nn) “ Listing ” means the Purchaser’s application to have the Resulting Issuer Shares listed on the NEO after Closing;
(oo) “ Listing Application ” means the listing application of the Purchaser pertaining to the Transaction and in the form prescribed by the NEO, including the submission of the Prospectus;
(pp) “ Material Adverse Effect ” means (i) any change, effect, fact, circumstance or event which, individually or when taken together with any other changes, effects, facts, circumstances or events, could reasonably be expected to be materially adverse to the assets, liabilities, condition (financial or otherwise), business, properties or results of operation of the Purchaser or Interfield, as applicable, or (ii) a material impairment of or delay in the ability of the Parties (or any one of them) to perform their obligations hereunder or consummate the Transaction;
(qq) “ Material Contract ” means any Contract to which a person is a Party and which is material to such person, including any Contract: (i) the termination of which would have a Material Adverse Effect on such person; (ii) any contract which would result in payments to or from such person or its subsidiaries (if any) in excess of $50,000 , whether payable in one payment or in successive payments; (iii) any agreement or commitment relating to the borrowing of money or to capital expenditures; and (iv) any agreement or commitment not entered into in the ordinary course of business;
(rr) “ material fact ” shall have the meaning ascribed to it in the Securities Act (British Columbia);
(ss) “ misrepresentation ” shall have the meaning ascribed to it in the Securities Act (British Columbia);
(tt) “ Moore Creek Property ” means the Moore Creek, Alaska property;
(uu) “ Name Change ” has the meaning set forth in Section 3.01;
(vv) “ NEO ” means the NEO Exchange Inc.;
(ww) “ New Interfield Shareholder ” has the meaning set forth in Section 2.01;
(xx) “ Non-Offending Persons ” has the meaning set forth in Section 7.01(g);
(yy) “ Non-Resident Shareholders ” means those Shareholders identified in the attached Schedule “A” as being non-residents of Canada for the purposes of the Tax Act;
(zz) “ Option Agreement ” means the option agreement between the Purchaser and Full Metals Minerals Ltd. dated July 27, 2007;

(aaa) “ Parties ” means, collectively, the Parties to this Agreement, and “ Party ” means any one of them;
(bbb) “ Payment Shares ” has the meaning set forth in Section 2.02;
(ccc) “ person ” includes an individual, sole proprietorship, partnership, limited partnership, unincorporated association or organization, unincorporated syndicate, body corporate, trust, trustee, executor, administrator, legal representative of the Crown or any agency or instrumentality thereof;
(ddd) “ Prospectus ” means the non-offering prospectus of the Purchaser prepared in accordance with Applicable Laws;
(eee) “ Purchased Shares ” means all of the Interfield Shares purchased by the Purchaser pursuant to this Agreement;
(fff) “ Purchaser Board Resolution ” has the meaning set forth in Section 5.03(g);
(ggg) “ Purchaser Consolidation ” means the consolidation of all of the issued and outstanding Purchaser Post-Split Shares on the basis of 2.86 Purchaser Post-Split Shares for each one (1) Purchaser Post-Consolidation Share;
(hhh) “ Purchaser Financial Statements ” has the meaning set forth in Section 6.01(j);
(iii) “ Purchaser Material Contracts ” means the material contracts of the Purchaser;
(jjj) “ Purchaser Post-Consolidation Shares ” means the common shares in the capital of the Purchaser immediately following the Purchaser Consolidation;
(kkk) “ Purchaser Post-Split Shares ” means the common shares in the capital of the Purchaser immediately following the Share Split;
(lll) “ Purchaser Pre-Split Shares ” means the common shares in the capital of the Purchaser prior to the Share Split;
(mmm) “ Purchaser Shareholder Approval Matters ” has the meaning set forth in 2.06;
(nnn) “ Purchaser Shareholder Approval ” has the meaning set forth in 2.06;
(ooo) “ Purchaser Shareholder Meeting ” means a special meeting of the Purchaser Shareholders to be held to obtain the Purchaser Shareholder Approval, if applicable;
(ppp) “ Purchaser Shareholders ” means the holders of common shares in the capital of the Purchaser;
(qqq) “ Regulation S ” means Regulation S promulgated under the U.S. Securities Act;
(rrr) “ Resulting Issuer Replacement Warrants ” means the share purchase warrants of the Resulting Issuer issued in consideration for the Interfield Warrants;
(sss) “ Resulting Issuer Shares ” means the Purchaser Post-Consolidation Shares as they are constituted immediately after giving effect to the Transaction and the Share Split;

(ttt) “ Resulting Issuer ” means Highbury Projects Inc. (to be renamed “Interfield Solutions (Holdings) Ltd.”) after giving effect to the Transaction;
(uuu) “ Securities Laws ” means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the applicable securities regulatory authority, all as amended;
(vvv) “ SEDAR ” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;
(www) “ Share Split ” means the share split of all of the issued and outstanding Purchaser PreSplit Shares on the basis of 3.44 Purchaser Post-Split Shares for every one (1) Purchaser Pre-Split Share;
(xxx) “ Shareholders ” and “ Shareholder ” have the respective meanings set forth in the first page of this Agreement;
(yyy) “ Tax ” means any tax, impost, levy, withholding, duty, fee, premium, assessment and other charge of any kind, however denominated and any instalment or advance payment in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Authority, including for greater certainty any income, gain or profit tax (including federal, state, provincial and territorial income tax), payroll and employee withholding tax, employment or payroll tax, unemployment insurance, disability tax, social insurance tax, social security contribution, sales and use tax, consumption tax, customs tax, ad valorem tax, excise tax, goods and services tax, harmonized sales tax, value-added tax, franchise tax, gross receipts tax, capital tax, business license tax, alternative minimum tax, estimated tax, abandoned or unclaimed (escheat) tax, occupation tax, real and personal property tax, stamp tax, environmental tax, transfer tax, severance tax, workers’ compensation, Canada and other government pension plan premium or contribution and other governmental charge, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such tax, and any interest in respect of such interest, penalties and additions whether disputed or not, and “ Taxes ” has a corresponding meaning;
(zzz) “ Tax Act ” means the Income Tax Act (Canada);
(aaaa) “ Tax Return ” means all returns, declarations, designations, forms, schedules, reports, elections, notices, filings, statements (including withholding tax returns and reports and information returns and reports) and other documents of every nature whatsoever filed or required to be filed with any Governmental Authority with respect to any Tax together with all amendments and supplements thereto;
(bbbb) “ Termination Date ” means August 30, 2022, or such later date as may be agreed in writing between the Purchaser and Interfield;
(cccc) “ Time of Closing ” means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the Parties may mutually determine;
(dddd) “ Transaction ” has the meaning set forth in the recitals of this Agreement;

(eeee) “ TSXV ” means the TSX Venture Exchange;
(ffff) “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
(gggg) “ U.S. Person ” means a U.S. person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act;
(hhhh) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended; and
(iiii) “ U.S. Shareholder ” means a Shareholder who is: (i) a U.S. Person, (ii) a person who receives or received an offer of the Payment Shares while in the United States; (iii) a person acquiring the Payment Shares on behalf of, or for the account or benefit of any U.S. Person or any person in the United States, or (iv) a person who is or was in the United States at the time when such person executed or delivered this Share Exchange Agreement.

1.02 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.03 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section or a Schedule or Exhibit refers to the specified Article or Section of, or Schedule or Exhibit to this Agreement.

1.04 Number, etc.

Unless the subject matter or context requires the contrary, words importing the singular number only shall include the plural and vice versa; words importing the use of any gender shall include all genders and words importing persons shall include natural persons, firms, trusts, partnerships and corporations.

1.05 Date for Any Action

In the event that any date on which any action is required or permitted to be taken hereunder by any person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.06 Statutory References

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

1.07 Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be International Financial Reporting Standards or the Canadian generally accepted accounting principles, as applicable, approved by the International Accounting Standards Board or the Canadian Institute of Chartered Accountants, as the case may be, or any successor thereto, applicable as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles.

1.08 Knowledge

(a) Any reference herein to “the knowledge of the Purchaser” (or similar expressions) will be deemed to mean the actual knowledge of Al-Karim Jaffer and Alnesh Mohan, together with the knowledge such persons would have had if they had conducted a diligent inquiry into the relevant subject matter.
(b) Any reference herein to “the knowledge of Interfield” (or similar expressions) will be deemed to mean the actual knowledge of Harold Hemmerich, together with the knowledge such person would have had if they had conducted a diligent inquiry into the relevant subject matter.
(c) Any reference herein to “the knowledge of the Shareholder” (or similar expressions) will be deemed to mean the actual knowledge of the applicable Shareholder, together with the knowledge such person would have had if they had conducted a diligent inquiry into the relevant subject matter.

1.09 Schedules

The schedules to this Agreement, listed below, are an integral part of this Agreement, and must be completed and attached before the Closing Date for this Agreement to be fully-integrated and thereafter enforceable by or against either Party:

Schedule Description Schedule A Shareholders of Interfield Schedule B Warrantholders of Interfield Schedule C Interfield Shareholder Consent Agreement Schedule D U.S. Representation Letter for U.S. Shareholders Schedule E Disclosure Letter of Interfield

ARTICLE II PURCHASE AND SALE OF PURCHASED SHARES

2.01 Purchase and Sale

Subject to the terms and conditions hereof, each of the Shareholders covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Shareholders, the number of Purchased Shares which are beneficially owned by such Shareholder at the Time of Closing. As of the date of this Agreement, the number of Purchased Shares which are beneficially owned by each Shareholder is the number set forth opposite the name of such Shareholder as set out in Schedule “A” attached hereto.

It is acknowledged and agreed that, prior to Closing, the Shareholders may transfer some or all of their Interfield Shares to a trustee or nominee shareholder (the “ New Interfield Shareholder ”) (while retaining beneficial ownership) as part of personal tax planning and the Purchaser shall be notified in writing of any such transfer not less than five (5) Business Days prior to Closing, on condition that such transferring Shareholder obtains the consent and agreement of the New Interfield Shareholder to the Transaction evidenced by the execution and delivery by such New Interfield Shareholder of an Interfield Shareholder Consent Agreement in the form attached as Schedule “C” hereto. The Parties agree that the New Interfield Shareholder shall become a Party to and be bound by this Agreement holding the Interfield Shares previously registered in the name of the transferor of those Purchased Shares.

In addition, for greater certainty, if any Shareholder, may acquire any additional Interfield Shares (for example, from another Shareholder that might not be a Party to this Agreement, or with the consent of the Purchaser), such additional Interfield Shares so acquired shall form part of the Purchased Shares and the applicable Shareholder covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from such Shareholder the additional Interfield Shares held by such Shareholder so acquired, in addition to the Purchased Shares described in Schedule “A”.

2.02 Share Split and Purchaser Consolidation

Provided that the conditions precedent in Article IV that may be satisfied prior to the Closing Date are satisfied or waived by the Purchaser, the Purchaser will, in accordance with and subject to the terms and conditions of this Agreement and the closing documents, provide the transfer agent with a treasury order in connection with the Share Split of the Purchaser Pre-Split Shares on the basis of 3.44 Purchaser Post-Split Shares for every one (1) Purchaser Pre-Split Share.

Immediately after the Closing Date, the Purchaser will provide the transfer agent with a treasury order to effect the consolidation of the Purchaser Post-Split Shares, which includes the Payment Shares, on the basis of 2.86 Purchaser Post-Split Shares for each one (1) Purchaser Post-Consolidation Share.

2.03 Purchase Price

In consideration for the acquisition of the Interfield Shares, the Purchaser shall issue from treasury to the Shareholders pro rata in proportion to their holdings of Purchased Shares at the Time of Closing, an aggregate of 250,000,000 Purchaser Post-Split Shares, free and clear of any encumbrances (the “ Payment Shares ”). To the extent a Shareholder is to receive a fractional Payment Share, that entitlement shall be rounded down to the nearest whole number and no consideration shall be payable therefore. The Payment Shares are being issued at a deemed value of $76.95 per Payment Share for total consideration in the amount of $87,500,000.

Concurrent with the issuance of the Payment Shares, the Purchaser will issue the Resulting Issuer Replacement Warrants in exchange for the Interfield Warrants, subject to any adjustment provisions of Section 2.02. The Resulting Issuer Replacement Warrants, issued in exchange for the Interfield Company Warrants, will be exercisable into Resulting Issuer Shares upon the conversion terms as specified in Schedule “B”. The Resulting Issuer Replacement Warrants, issued in exchange for the Interfield Subscription Receipt Warrants, will be exercisable into Resulting Issuer Shares at a price of $1 per Resulting Issuer Share for a period of twenty-four (24) months from the date of the Listing.

2.04 Taxes

The stamp duties resulting from or arising as a consequence of the sale by the Shareholders to the Purchaser of the Purchased Shares herein contemplated shall be paid by each of the Shareholders in proportion to the number of Purchased Shares that they each shall transfer to the Purchaser hereunder.

Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any Taxes imposed by the Seychelles Revenue Commission or under the Tax Act or provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated.

2.05 Restrictions on Resale

Each of the Shareholders acknowledges and agrees as follows:

(a) the transfer of the Purchased Shares and the issuance of the Payment Shares, in exchange therefor will be made pursuant to appropriate exemptions (the “ Exemptions ”) from the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws;
(b) that the NEO, in addition to any restrictions on transfer imposed by applicable securities laws, may require certain of the Payment Shares to be held in escrow in accordance with the policies of the NEO;
(c) as a consequence of acquiring the Payment Shares pursuant to the Exemptions:
(i) the Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws;
(ii) the Shareholder may not receive information that might otherwise be required to be provided to the Shareholder, and the Purchaser is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by the Purchaser;
(iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares;
(iv) there is no government or other insurance covering the Payment Shares; and
(v) an investment in the Payment Shares is speculative and of high risk;
(d) the certificates representing the Payment Shares will bear such legends as required by Securities Laws and the policies of the NEO and it is the responsibility of the Shareholder

to find out what those restrictions are and to comply with them before selling the Payment Shares;

(e) the Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of that jurisdiction which apply to the sale of the Purchased Shares and the issuance of the Payment Shares and which may impose restrictions on the resale of such Payment Shares in that jurisdiction and it is the responsibility of the Shareholder to find out what those resale restrictions are, and to comply with them before selling the Payment Shares; and
(f) the Payment Shares have not been and will not be registered under the U.S. Securities Act or under any U.S. state securities laws, and will only be issued to U.S. Shareholders in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Upon the original issuance of the Payment Shares to any U.S. Shareholder pursuant to the Transaction, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws, certificates representing such securities, and all certificates other instruments issued in exchange therefor or in substitution thereof, shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; PROVIDED THAT PRIOR TO ANY TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE CORPORATION SHALL FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if at the time of original issuance of the Payment Shares in connection with the Transaction, the Purchaser is a “foreign issuer” as such term is defined in Rule 902(e) of Regulation S, such securities may be sold pursuant to Rule 904 of Regulation S and the legend may be removed by the holder providing a declaration to the Purchaser and the registrar and transfer agent for the Payment Shares in a form prescribed by the Purchaser as to matters confirming that the sale is being made in compliance with Rule 904 of Regulation S, together with such additional documentation as the Purchaser or the transfer agent may require,

including, if required by the Purchaser's transfer agent, an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Purchaser, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act; and provided, further, that, if the Payment Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may be removed by delivery to the Purchaser and the registrar and transfer agent for the Payment Shares of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Purchaser, that such legend is no longer required under applicable requirements of the U.S. Securities Act or U.S. state securities laws.

2.06 Purchaser Shareholder Approval

(a) If required by a Governmental Authority or Applicable Law, on or before the fifth (5[th] ) Business Day prior to the Termination Date the Purchaser shall either:
(i) convene a special meeting of the shareholders of the Purchaser in order to obtain approval by the Purchaser Shareholders of, as applicable, the Transaction, the Delisting, and the election of the directors identified in Section 3.02 of this Agreement, and any matters related thereto (collectively, the “ Purchaser Shareholder Approval Matters ”); or
(ii) obtain the written consent to the Transaction from the shareholders of the Purchaser who hold greater than 50% of the issued and outstanding shares of the Purchaser,

(collectively, the “ Purchaser Shareholder Approval ”).

2.07 Listing Application

Promptly after the execution of this Agreement, the Purchaser and Interfield shall jointly prepare and complete the Listing Application together with any other documents required by the BCBCA, applicable Securities Laws and other Applicable Laws and the rules and policies of the NEO in connection with the Transaction. Concurrent with the completion of the Transaction, the Purchaser shall seek approval from the TSXV to delist its Purchaser Pre-Consolidation Shares (the “ Delisting ”). As promptly as reasonably practicable after obtaining the approval of the NEO as to the final Listing Application, the Purchaser shall file such final Prospectus on SEDAR.

The Purchaser represents and warrants that the Listing Application will comply in all material respects with all Applicable Laws (including applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Application shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser shall not be responsible for the accuracy of any information relating to Interfield that is furnished in writing by Interfield for inclusion in the Listing Application).

Interfield represents and warrants that any information or disclosure relating to Interfield that is furnished in writing by Interfield for inclusion in the Listing Application will comply in all material respects with all Applicable Laws (including applicable Securities Laws), and, without limiting the generality of the

foregoing, that the Listing Application shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that Interfield shall not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Application).

The Purchaser represents and warrants that any information or disclosure relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Application will comply in all material respects with all Applicable Laws (including applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Application shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser shall not be responsible for the accuracy of any information relating to Interfield that is furnished in writing by the Purchaser for inclusion in the Listing Application).

Interfield, the Purchaser and their respective legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Listing Application and other documents related thereto, and reasonable consideration shall be given to any comments made by Interfield, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Application shall be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to Interfield included in the Listing Application shall be in form and content satisfactory to Interfield, acting reasonably.

The Purchaser and Interfield shall promptly notify each other if at any time before the date of filing in respect of the Listing Application Prospectus, either Party becomes aware that the Listing Application contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Listing Application and the Parties shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

2.08 Expenses

All costs and expenses including legal fees and disbursements incurred in connection with the negotiation and preparation of letter of intent and this Agreement, and the consummation of transactions contemplated herein, shall be borne by the respective Party. For the purposes of clarity, lnterfield shall be responsible for paying the costs and fees payable to the NEO regarding its review of the Personal Information Forms to be submitted by the proposed executive officers and directors of the Resulting Issuer, and for all fees incurred in connection with the Interfield Private Placement, any business valuation or commercial valuation and all the listing fees incurred as a result of the Transaction. lnterfield shall be primarily responsible for the expenses for the preparation of the disclosure documents and filing statement related to the Transaction; however, each Party shall permit the other Parties to review the preparation of all documentation to be sent to shareholders of such Party or otherwise used in connection with the approval of the Transaction. Additionally, Interfield shall be responsible for the payment of any agreed finders’ fees to the extent permitted by the listing rules of the NEO and Applicable Laws. If during the term of this Agreement, the Transaction does not successfully complete, then each Party will be responsible for its own expenses incurred.

2.09 Canadian s. 85 Election

The Purchaser agrees that, at the request and expense of an Eligible Holder, it shall sign and execute a Form T2057 or Form T2058, as applicable, (and any provincial equivalent) (collectively, an “ 85 Election ”) prepared by the Eligible Holder for the purpose of making a joint election to have the provisions of subsection 85(1) or subsection 85(2) of the Tax Act, as applicable, (and any provincial equivalent) apply to the sale of the Purchased Shares. It shall be the responsibility of the Eligible Holder to prepare and file the 85 Election with the Canada Revenue Agency and any applicable provincial tax authority. The Purchaser shall not be liable for any damages arising to the Eligible Holder for a late filing of the 85 Election or any errors or omissions on the 85 Election.

Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any Taxes under the Tax Act, a taxing statute of a province or territory, or any other amount whatsoever which may be or become payable by an Eligible Holder as a consequence of the sale by an Eligible Holder to the Purchaser of the Purchased Shares pursuant to this Agreement, or the availability (or lack thereof) of the provisions of subsections 85(1) or 85(2) of the Tax Act (or any provincial equivalent), or the content or impact of any election made under subsection 85(1) or subsection 85(2) of the Tax Act.

ARTICLE III CHANGE IN DIRECTORS OF THE PURCHASER AND CHANGE IN NAME OF THE PURCHASER

3.01 Name Change

Upon completion of the Transaction, the Purchaser shall be referred to as the “Resulting Issuer” and shall change its name to “Interfield Solutions (Holdings) Ltd.” (the “ Name Change ”) or such other name as determined by Interfield and acceptable to the NEO.

3.02 New Directors

Effective at the Closing, the Purchaser shall cause the Board to be restructured, through resignations and appointments, so that it shall consist of a minimum of four (4) directors and a maximum of seven (7) or such other number of directors as the Purchaser and Interfield may agree. Interfield shall choose the new directors, unless otherwise agreed by the Purchaser and Interfield. If any of the proposed directors are unable to act as directors of the Resulting Issuer following Closing, Interfield shall nominate other nominees to the Board following Closing.

3.03 New Officers

Effective at the Closing, the officers of the Purchaser shall resign and the officers of the Resulting Issuer following the Transaction will be determined by the reconstituted Board and the Purchaser and Interfield agree to take such commercially reasonable action as permitted under Applicable Laws.

3.04 PIFs

Interfield shall deliver to the Purchaser (for further delivery by the Purchaser to the NEO) a NEO Form 3 - Personal Information Form duly completed by each of the proposed directors and officers and identified above, on or before the Closing Date.

ARTICLE IV CONDITIONS OF CLOSING

4.01 Mutual Conditions of Closing

The obligations to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) completion of due diligence to the satisfaction of the Parties;
(b) completion of the Interfield Private Placement;
(c) there shall be no action taken under any Applicable Law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or Interfield or that could reasonably be expected to impose any condition or restriction upon the Purchaser or Interfield which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;
(d) there shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, adversely affects or may adversely affect the Transaction;
(e) receipt of all required regulatory, corporate and third party approvals (except for approval from the TSXV (for the Delisting) and the NEO (for the Listing), and final receipt from the BCSC with respect to the Prospectus), if applicable, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;
(f) if applicable, there shall be registration exemptions for the Transaction under the U.S. Securities Act and applicable U.S. state securities laws in respect of the Payment Shares to be issued to the U.S. Shareholders;
(g) neither Party shall be subject to unresolved litigation or court proceedings;
(h) there being no inquiries or investigations (whether formal or informal) in relation to either Party or their respective directors or officers by the TSXV, NEO or any relevant securities commission or similar regulatory body having jurisdiction;
(i) there being no prohibition at law against the completion of the Transaction;
(j) this Agreement will not have been terminated pursuant to Article VIII hereof; and
(k) the Closing Date shall be on or before the Termination Date.

The foregoing conditions precedent are for the benefit of all Parties and may be waived by Interfield (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties’ right to rely on any other condition in favour of any Party. Each Party may refuse to proceed with the Closing of the Transaction if the conditions precedent for its benefit are not waived herein or fulfilled to its reasonable satisfaction prior to the Closing Date and, except for as otherwise specified herein, it shall incur no liability to the other Party by reason of such refusal.

4.02 Conditions of Closing in Favour of the Purchaser

The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) the Shareholders and Interfield shall have tendered all closing deliveries set forth in Sections 5.04 and 5.05, respectively, including delivery of the Purchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably;
(b) receipt of the Purchaser Shareholder Approval, if applicable;
(c) the Interfield Shares of the Shareholders are free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature;
(d) on or before the Time of Closing, Interfield shall have obtained the consent of each of the New Interfield Shareholders, if any, evidenced by the delivery of the Interfield Shareholder Consent Agreements;
(e) Interfield shall have furnished the Purchaser with U.S. Representation Letter duly completed and executed by each U.S. Shareholder substantially in the form annexed to this Agreement as Schedule “D”;
(f) neither Interfield nor any of the Shareholders shall have violated Section 10.01;
(g) the representations and warranties of Interfield set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of Interfield to this effect shall have been delivered to the Purchaser;
(h) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Interfield at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of Interfield to this effect shall have been delivered to the Purchaser;
(i) the representations and warranties of the Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Time of Closing and delivery by each Shareholders of the documents described in Section 5.05 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties;
(j) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.05 shall constitute confirmation of such compliance and performance;

(k) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons (excluding approval from the NEO), including all those party to the Material Contracts necessary to permit the completion of the Transaction shall have been obtained;
(l) there being no legal proceedings, inquiry or investigation (whether formal or informal) against or in relation to Interfield or their respective directors or officers commenced or threatened by any securities commission or official of the NEO or regulatory body having jurisdiction such that the outcome of such legal proceeding, inquiry or investigation could have a Material Adverse Effect on Interfield, or its business, assets or financial condition;
(m) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to Interfield;
(n) there shall be no prohibition at law against the completion of the Transaction and any related transactions contemplated herein; and
(o) the execution of an agreement between the certain principal shareholders of the Purchaser and certain principal shareholders of Interfield in connection with various governance matters as it relates to Interfield in contemplation of its Listing on the NEO.

The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser. References to “Interfield” under Section 4.02 are deemed to include the Interfield Subsidiary, if applicable.

4.03 Conditions of Closing in Favour of Interfield and the Shareholders

The obligations of Interfield and the Shareholders to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:

(a) the Purchaser shall have tendered all closing deliveries set forth in Section 5.02 including delivery of the Payment Shares, evidence of the Purchaser Shareholder Approval and the Purchaser Board Resolution, if required;
(b) the Payment Shares shall be issued as fully paid and non-assessable Purchaser Post-Split Shares, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature, except those imposed pursuant to escrow restrictions of the NEO or the Applicable Laws;
(c) all consents, waivers, permits, orders and approvals of all Governmental Authorities or other persons (excluding approval from the NEO), necessary to permit the completion of the Transaction shall have been obtained;
(d) the Purchaser shall not have violated Section 10.02;
(e) the representations and warranties of the Purchaser set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a

certificate of a senior officer of the Purchaser to this effect shall have been delivered to the Shareholders;

(f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of the Purchaser to this effect shall have been delivered to Interfield;
(g) all consents and approvals of all Governmental Authorities or other persons shall have been obtained to approve the issuance of securities (including the GEM Warrants) contemplated pursuant to the share subscription facility dated December 13, 2021 between Interfield and GEM Global Yield LLC SCS or any amendments thereto (the “ GEM Agreement ”);
(h) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to the Purchaser;
(i) the Payment Shares will have been approved for issuance by the directors of the Purchaser;
(j) there shall not be any debts or amounts owing to the Purchaser by any of its officers, former officers, directors, former directors, Purchaser Shareholders, employees or former employees or any family member thereof, or any person with whom the Purchaser does not deal at arm’s length, except for any amounts advanced to such person for expenses incurred on behalf of the Purchaser in the ordinary course or as otherwise disclosed to lnterfield;
(k) there shall be no prohibition at law against the completion of the Transaction and any related transactions contemplated herein;
(l) there shall not be any legal proceedings, inquiry or investigation (whether formal or informal) against or in relation to the Purchaser or its respective directors or officers commenced or threatened by any securities commission or official of the NEO or regulatory body having jurisdiction such that the outcome of such legal proceeding, inquiry or investigation could have a Material Adverse Effect on the Purchaser, its business, assets or financial condition; and
(m) each of the directors, officers and nominees of Interfield shall have been appointed, conditional on Closing.

The foregoing conditions precedent are for the benefit of Interfield and the Shareholders and may be waived by Interfield (on its own behalf and on behalf of the Shareholders), in whole or in part, without prejudice to Interfield’s and the Shareholders’ right to rely on any other condition in favour of Interfield and the Shareholders. References to “Interfield” under Section 4.03 are deemed to include the Interfield Subsidiary, if applicable.

4.04 Notice and Cure Provisions

Each Party will give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would or would be likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate on the date hereof or at the Closing Date; or
(b) result in the failure by such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Closing Date.

Subject to Article VIII, no Party may elect not to complete the Transaction as contemplated herein as a result of the non-fulfillment of the conditions precedent contained in Sections 4.01, 4.02 or 4.03, as applicable, unless the Party intending to rely thereon has delivered a written notice to the other Parties hereto prior to the Time of Closing specifying, in reasonable detail, all breaches of representations and warranties or covenants or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent.

ARTICLE V CLOSING AND POST CLOSING ARRANGEMENTS

5.01 Time and Place of Closing

Closing of the Transaction shall take place at the Time of Closing at the offices of McMillan LLP, Suite 4400, 181 Bay Street, Toronto, Ontario, M5J 2T3.

5.02 Closing Steps

At the Time of Closing, assuming the satisfaction or waiver of all Conditions of Closing set out in Article 4, the business combination of Purchaser and Interfield shall be completed in a series of steps and transactions in the order as follows:

(a) Purchaser will effect the Share Split and Name Change;
(b) upon satisfaction of the escrow release conditions under the Interfield Subscription Receipt Agreement, each Interfield Subscription Receipt shall convert, without further action or additional consideration therefor, into one Interfield Share and one Interfield Subscription Receipt Warrant;
(c) Purchaser and Interfield will complete the Transaction, issuing the Payment Shares and the Resulting Issuer Replacement Warrants; and
(d) The Resulting Issuer will effect the Purchaser Consolidation.

5.03 Closing Deliveries of the Purchaser

At the Time of Closing, the Purchaser will deliver or cause to be delivered:

(a) share certificates or direct registration system advices evidencing the Payment Shares registered as directed by the Shareholders (or by Interfield on behalf of the Shareholders), provided, however, that certificates or direct registration system advices evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the NEO, or otherwise, shall be delivered directly to the Escrow Agent;
(b) warrant certificates evidencing the Resulting Issuer Replacement Warrants;

(c) if required, evidence of the Purchaser Shareholder Approval;
(d) certified copies of the resolutions of the directors of the Purchaser approving the transactions contemplated herein and the issuance of the Payment Shares;
(e) certified copies of the resolutions of the shareholders of the Purchaser approving the Delisting and other matters contemplated at the Purchaser Shareholder Meeting;
(f) approval letter from the TSXV authorizing the Delisting;
(g) a certificate of one of the Purchaser’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving: (a) the entering into of this Agreement and all ancillary agreements contemplated herein; (b) the completion of the Transaction; (c) the issuance of the Payment Shares; (d) the Delisting; (e) the Listing; (f) the Name Change; and (g) the Share Split and Purchaser Consolidation (collectively, the “ Purchaser Board Resolution ”); (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby;
(h) the officer’s certificates referred to in Sections 4.03(e) and 4.03(f);
(i) evidence satisfactory to Interfield and its legal counsel, acting reasonably, of the completion of all corporate proceedings of Purchaser and all other matters which, in the reasonable opinion of counsel for Interfield, are necessary in connection with the transactions contemplated by this Agreement;
(j) resignations in writing from each departing incumbent director and officer of the Purchaser;
(k) reporting issuer default lists of the Purchaser in Alberta and British Columbia;
(l) certificate from the transfer agent of the Purchaser confirming the share capital of the Purchaser as of the Timing of Closing;
(m) a treasury direction to the transfer agent to give effect to the Share Split;
(n) if applicable, duly executed copies of any Interfield Shareholder Consent Agreement referred to in Section 4.02(c) signed by the Purchaser;
(o) a certificate of good standing of the Purchaser; and
(p) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

5.04 Closing Deliveries of Interfield

At the Time of Closing, Interfield will deliver or cause to be delivered:

(a) consents to act for proposed directors and personal information forms for proposed directors and officers described in Sections 3.02 and 3.03;
(b) a copy of the certificate of incumbency or equivalent document of Interfield evidencing the Purchased Shares as owned by the Purchaser;
(c) a certificate of one of Interfield’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the constitution of Interfield (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of Interfield approving the entering into of this Agreement and the completion of the Transaction, including the registration of the transfers of the Purchased Shares to the Purchaser; and (iii) as to the incumbency and genuineness of the signature of each officer of Interfield executing this Agreement or any of the other agreements or documents contemplated hereby;
(d)
the officer’s certificates referred to in Sections 4.02(g) and 4.02(h);
(e) if applicable, and if not previously delivered to the Purchaser, duly executed copies of the Interfield Shareholder Consent Agreements referred to in Section 4.02(c) signed by each New Interfield Shareholder and Interfield;
(f) the certificate of incorporation and business registration certificate or equivalent documents, in respect of Interfield; and
(g) to the extent not previously delivered, all financial statements of Interfield required to be included in the Listing Application or Prospectus pursuant to Applicable Laws and the policies of the NEO.

5.05 Closing Deliveries of the Shareholders

At the Time of Closing: (i) each Shareholder will cause to be delivered, the share certificate evidencing the Purchased Shares owned by such Shareholder, accompanied by duly executed instrument of transfer forms in favour of the Purchaser; and (ii) Interfield will cause to be delivered one share certificate, evidencing the Purchased Shares beneficially allotted to the Shareholders, held in trust by Harold Hemmerich and issued out of treasury in the name of the Purchaser.

ARTICLE VI REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to and in favour of each of the Shareholders and Interfield as follows and acknowledges that such Parties are relying upon such representations and warranties in connection with the transactions contemplated herein:

(a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of British Columbia and is duly registered, licensed or qualified to carry on business as an extra-provincial or foreign corporation under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary;

(b) the Purchaser is a ‘reporting issuer’ in the reporting jurisdictions of British Columbia and Alberta;
(c) the Purchaser has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted;
(d) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms;
(e) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles of the Purchaser or of any resolutions of the directors or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Purchaser Material Contract), licence or permit to which the Purchaser is a Party or by which the Purchaser is bound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any Applicable Law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Purchaser;
(f) the authorized capital of the Purchaser consists of an unlimited number of common shares, of which, as of the date hereof, 10,383,333 Purchaser Pre-Split Shares are issued and outstanding as fully paid and non-assessable; as of the date hereof, nil Warrants are outstanding, and nil stock options are outstanding;
(g) when issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Purchaser Post-Split Shares;
(h) when issued in accordance with the terms hereof, the Resulting Issuer Replacement Warrants will be validly authorized and issued and the Resulting Issuer Shares underlying the Resulting Issuer Replacement Warrants will be validly issued as fully paid and nonassessable Resulting Issuer Shares;
(i) other than as set out in Section 6.01(f), there are no other Purchaser Pre-Split Shares or securities convertible, exercisable or exchangeable into Purchaser Pre-Split Shares or preferred shares issued or outstanding;
(j) the audited consolidated financial statements of the Purchaser as at and for the period ended December 31, 2021, 2020, 2019 (the “ Purchaser Financial Statements ”) are prepared in accordance with IFRS. The Purchaser Financial Statements are true, correct and complete and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Purchaser as at the respective dates thereof and results of operations of the Purchaser for the respective periods then ended. Since December 31, 2021, there has been no material alteration in the manner of keeping the books, accounts or records of the Purchaser or in its accounting policies or practices;

(k) the Purchaser’s auditors who audited the Purchaser Financial Statements (as applicable) are independent public accountants;
(l) except as disclosed in the Purchaser Financial Statements, there are no related-party transactions or off-balance sheet structures or transactions with respect to the Purchaser;
(m) except as disclosed in the Purchaser Financial Statements, the Purchaser is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;
(n) there is no suit, action or proceeding or, to the knowledge of the Purchaser, pending or threatened against the Purchaser that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Purchaser, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against the Purchaser causing, or which could reasonably be expected to cause, a Material Adverse Effect on the Purchaser;
(o) no bankruptcy, insolvency or receivership proceedings have been instituted by the Purchaser or, to the knowledge of the Purchaser, are pending against the Purchaser;
(p) no debts or amounts are owed to the Purchaser by any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, except for any amounts advanced to such person for expenses incurred on behalf of the Purchaser in the ordinary course or as otherwise disclosed to Interfield;
(q) there are no audits, reassessments or other proceedings in progress or, to the knowledge of the Purchaser, threatened against the Purchaser, in respect of any Tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any Tax, and the Purchaser is not aware of any contingent liability of the Purchaser for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and the Purchaser has not received any indication in writing from any Governmental Authority that any assessment or reassessment is proposed;
(r) the Purchaser has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by the Purchaser in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to the Purchaser are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any Tax required to be paid for the periods covered thereby. The Purchaser has duly and timely paid any Tax due and payable by it, including all instalments on account of Tax that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments it has received in respect of any Tax;
(s) the Purchaser has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority each Tax or other amount required to be deducted, withheld or collected and remitted by the Purchaser;
(t) the Purchaser is a “taxable Canadian corporation” for purposes of the Tax Act;

(u) the aggregate “paid-up capital” for purposes of the Tax Act of the Purchaser Post-Split Shares immediately before the Closing will be equal to, or more than, the fair market value of the Resulting Issuer Replacement Warrants as of the Closing;
(v) the Corporate Records of the Purchaser are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of the Purchaser, and without limiting the generality of the foregoing: (i) the minute books contain complete and accurate minutes of all meetings of the directors (and any committee thereof) and shareholders of the Purchaser; (ii) such minute books contain all written resolutions passed by the directors (and any committee thereof) and shareholders of the Purchaser; (iii) the share certificate books, if any, the central securities register and register of transfers, and branch registers, of the Purchaser are complete and accurate, and all transfers of shares of the Purchaser reflected therein have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of the Purchaser were duly elected or appointed as the case may be;
(w) to the knowledge of the Purchaser, the Purchaser is the sixty percent majority registered, legal and beneficial owner of the mineral claims, rights and interests comprising the Moore Creek Property with good and marketable title thereto, including, without limitation, in respect of any minerals located in the Moore Creek Property. To the knowledge of the Purchaser, all such property interests comprising the Moore Creek Property have been validly staked, leased, licensed and permitted, as applicable, and the location notices, leases, licenses and permits (as the case may be) evidencing the same have been recorded in accordance with all applicable laws and are valid, subsisting and enforceable.
(x) to the knowledge of the Purchaser the mineral claims comprising the Moore Creek Property are all in good standing with all applicable governmental or regulatory entities and all payments, assessments and other amounts payable to such to governmental or regulatory entities to maintain the Purchaser’s interest in the Moore Creek Property in good standing have been paid;
(y) to the knowledge of the Purchaser, there are no Encumbrances affecting any of the mineral claims or the Moore Creek Property (other than royalties, duties, assessments and amounts required to be paid to any governmental or regulatory entity in the normal course).
(z) to the knowledge of the Purchaser there is no litigation, action, suit, claim or proceeding, judicial or administrative, including appeals or applications for review, in progress or pending or threatened against or relating to the Purchaser, or affecting the Moore Creek Property before any domestic court, governmental department, commission, board, bureau or agency, or arbitration panel, and there is not presently outstanding against the Purchaser or the Moore Creek Property any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency or arbitrator which could reasonably be expected to cause a Material Adverse Effect.
(aa) to the knowledge of the Purchaser, no Hazardous Materials have been placed, held, located, used or disposed of, on, under or at any of the lands comprising the Moore Creek Property by any person, and no claim has ever been asserted and there are no present circumstances which could reasonably form the basis for the assertion of any claim

against the Purchaser for losses of any kind as a direct or indirect result of the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release from any of the Moore Creek Property of any Hazardous Materials.

(bb) to the knowledge of the Purchaser there are no outstanding work orders or actions required or reasonably anticipated to be required to be taken in respect of the rehabilitation or restoration of the Moore Creek Property or relating to environmental matters in respect thereof or any operations thereon, nor has the Purchaser received notice of same.
(cc) the Purchaser has not received or to the knowledge of the Purchaser has knowledge of any administrative or judicial judgment, order, decree or proceeding that relates to an Environmental Liability with respect to the Moore Creek Property or the release, discharge, emission or disposal of Hazardous Materials on, to, from or under the Moore Creek Property or that relates to an Environment Liability that has not been remediated to the satisfaction of the applicable governmental or regulatory entity with jurisdiction over such release, discharge, emission or disposal.
(dd) to the knowledge of the Purchaser, all previous exploration on the Moore Creek Property has been carried out in accordance with environmental laws and in compliance with commercially reasonable geological and geophysical exploration and mining, engineering and metallurgical practices.
(ee) the Purchaser has not received notice of the existence of any condemnation, expropriation or similar proceedings affecting any of the Moore Creek Property.
(ff) all Books and Records of the Purchaser have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and
(gg) to the knowledge of the Purchaser, no representation or warranty of the Purchaser contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

6.02 Representations and Warranties of the Shareholders

Each of the Shareholders, on its own behalf and not on behalf of any other Shareholder, hereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein:

(a) this Agreement has been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Shareholder and each is, or will be at the Time of Closing, a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms;
(b) if the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of organization and has the corporate or other power to enter into this

Agreement and any other agreement to which it is, or is to become, a party to pursuant to the terms hereof and to perform its obligations hereunder and thereunder;

(c) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) if the Shareholder is not an individual, result in a breach or violation of the constitution, articles or by-laws of the Shareholder (or other constating documents of the Shareholder) or of any resolutions of the directors or shareholders of the Shareholder, or (ii) violate any provision of any Applicable Law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Shareholder;
(d) the Shareholder is the registered and/or beneficial owner of that number of Interfield Shares, as the case may be, set forth opposite the Shareholder’s name in Schedule “A” (such ordinary shares comprising part of the Purchased Shares), free and clear of all liens, charges, mortgages, security interests, pledges, demands, Claims and other encumbrances of any nature whatsoever;
(e) except for the Purchaser’s rights hereunder, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the ordinary shares of Interfield (namely the Purchased Shares) held or beneficially owned by the Shareholder and none of such ordinary shares of Interfield are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such ordinary shares of Interfield;
(f) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent the Shareholder from performing its obligations under this Agreement;
(g) except in the case of a Non-Resident Shareholder, the Shareholder is not a “non-resident” of Canada within the meaning of the Tax Act;
(h) if the Shareholder is a Non-Resident Shareholder, the Purchased Shares do not constitute “taxable Canadian property” of the Shareholder for purposes of the Tax Act;
(i) unless the Shareholder is a U.S. Shareholder and has completed and delivered a U.S. Representation Letter for U.S. Shareholder in the form attached hereto as Schedule “D” (in which case the Shareholder makes the representations, warranties and covenants therein):
(i) the offer to purchase the Shareholder’s Purchased Shares was not made to the Shareholder when either the Shareholder or any beneficial purchaser for whom it is acting, if applicable, was in the United States;
(ii) the Shareholder is not a U.S. Person, is not in the United States and is not acquiring the applicable Payment Shares on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States;

(iii) at the time this Agreement was executed and delivered by the Shareholder, the Shareholder was outside the United States;
(iv) if the Shareholder is a corporation or entity, (A) a majority of the Shareholder’s voting equity is beneficially owned by persons resident outside the United States; and (B) the Shareholder’s affairs are wholly controlled and directed from outside of the United States;
(v) the Shareholder or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Payment Shares in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws; and
(vi) the current structure of this transaction and all transactions and activities contemplated in this Agreement is not a scheme to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws;
(j) Non-Resident Shareholders represent, warrant and/or acknowledge, as applicable, that:
(i) the Payment Shares issuable hereunder have not been and will not be registered under the securities laws of any foreign jurisdiction and that issuance of the Payment Shares pursuant to the terms of this Agreement is being made in reliance on applicable exemptions under the applicable securities laws of applicable jurisdictions; and
(ii) the receipt of the Payment Shares by Non-Resident Shareholders does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger:
- A. any obligation to prepare and file any prospectus or similar document or any other report with respect to such transfer in any jurisdiction in which any Shareholder is resident; and
- B. any registration or other obligation on the part of the Purchaser or any Shareholder in any jurisdiction in which any Shareholder is a resident;
(k) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on Interfield or the Purchaser; and
(l) to the knowledge of the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

6.03 Representations and Warranties of Interfield

Interfield represents and warrants to the Purchaser as follows, except as Disclosed, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein. The references to “Interfield” in Section 6.03 are deemed to include the Interfield Subsidiary, as the context requires:

(a) Interfield is a corporation validly existing and in good standing under the laws of the jurisdictions of incorporation and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of their businesses makes such registration, licensing or qualifications necessary;
(b) Interfield is not considered to be a ‘reporting issuer’ or equivalent in any jurisdiction nor are any shares of Interfield listed or quoted on any stock exchange or electronic quotation system;
(c) Interfield has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to carry on its businesses as now being conducted;
(d) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by Interfield and each is, or will be at the Time of Closing, a legal, valid and binding obligation of Interfield, enforceable against Interfield in accordance with its terms;
(e) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the constating documents of Interfield or of any resolutions of the directors or shareholders of Interfield, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Interfield Material Contract), license or permit to which Interfield is a party to or by which Interfield is bound to or to which any material assets or property of Interfield is subject to, or (iii) violate any provision of any Applicable Law or regulation or any judicial or administrative order, award, judgment or decree applicable to Interfield;
(f) the authorized capital of Interfield consists of US$2,000,000 divided into 2,000,000 Interfield Shares with a par value of US$1 each, of which, as of the date of this Agreement, 50,000 Interfield Shares are issued and outstanding as fully paid and non-assessable shares and a further 1,046,268 Interfield Shares have been beneficially allotted; as of the date hereof, 1,128,134 Interfield Company Warrants are outstanding and nil stock options of Interfield are outstanding;
(g) the authorized capital of Interfield Subsidiary consists of AED 300,000 divided into 300 Interfield Subsidiary shares with a par value of AED 1,000 each, of which, as of the date of this Agreement, 300 Interfield Subsidiary shares are issued and outstanding as fully paid and non-assessable shares; as of the date hereof, nil ordinary share purchase warrants of Interfield Subsidiary are outstanding and nil stock options of Interfield are outstanding;
(h) other than the Interfield Subsidiary, Interfield does not own shares, securities, or interests in another company that could be considered a subsidiary;
(i) other than as set forth in the Disclosure Letter, Interfield does not own, and has not at any time owned, and does not have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any

person, and Interfield does not have any agreements to acquire or lease any material assets or properties or any other business operations;

(j) other than as set forth in the Disclosure Letter and the GEM Agreement, no person (other than the Purchaser pursuant to this Agreement) has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of Interfield;
(k) the audited consolidated financial statements of Interfield as at and for the years ended December 31, 2021, 2020, and 2019 (the “ Interfield Financial Statements ”) are prepared in accordance with IFRS. The Interfield Financial Statements are true, correct and complete and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Interfield as at the respective dates thereof and results of operations of Interfield for the respective periods then ended. Since December 31, 2021, there has been no material alteration in the manner of keeping the books, accounts or records of Interfield or in its accounting policies or practices;
(l) Interfield’s auditors who audit the Interfield Financial Statements (as applicable) are independent public accountants;
(m) except as disclosed in the Interfield Financial Statements and the Disclosure Letter, there are no related-party transactions or off-balance sheet structures or transactions with respect to Interfield;
(n) except as will be disclosed in the Interfield Financial Statements, Interfield is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;
(o) Interfield has conducted and are conducting their business in compliance in all material respects with all applicable laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on;
(p) the Contracts listed in the Disclosure Letter (the “ Interfield Material Contracts ”), together with this Agreement, and after the execution and delivery hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of Interfield. Each of the Interfield Material Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act (including the purchase and sale of the Purchased Shares hereunder and the other transactions contemplated hereunder, including, without limitation, the Interfield Private Placement) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default, or give rise to a warranty claim or other obligation or liability thereunder. Interfield has not violated or breached, in any material respect, any of the terms or conditions of any Interfield Material Contract and all the covenants to be performed by any other Party thereto have been fully and properly performed;
(q) there are no waivers, consents, notices or approvals required to be given or obtained by Interfield in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which Interfield is a Party to;

(r) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Interfield is required to be obtained by Interfield in connection with the execution and delivery of this Agreement, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay Interfield from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect on Interfield;
(s) there is no suit, action or proceeding or, to the knowledge of Interfield, pending or threatened against Interfield that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Interfield, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against Interfield causing, or which could reasonably be expected to cause, a Material Adverse Effect on Interfield;
(t) no bankruptcy, insolvency or receivership proceedings have been instituted by Interfield or, to the knowledge of Interfield, are pending against Interfield;
(u) Interfield has good and marketable title to each of their respective properties and assets (other than a property or an asset as to which Interfield is a lessee, in which case they have a valid leasehold interest), except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Interfield;
(v) Interfield owns or holds an exclusive and 100% beneficial interest in all of its IP assets free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature necessary for the operation of the business of Interfield as it is currently conducted;
(w) Interfield has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its IP, in respect of which Interfield has good title and an absolute right to use the IP. The IP is not part of the public knowledge or literature, and to the best knowledge of Interfield, has not been used, divulged, or appropriated either for the benefit of any person or entity or to the detriment of Interfield. No IP is subject to any adverse Claim or has been challenged or threatened in any way;
(x) all former and current employees and contractors of Interfield have executed written contracts, agreements or other undertakings with Interfield that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Interfield to Interfield. No employee, director, officer or Shareholder of Interfield owns directly or indirectly in whole or in part, any beneficial interest in an IP asset which Interfield is presently using or which is necessary for the conduct of its business;
(y) no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from Interfield of any of their respective assets or property;
(z) Interfield has all permits, licenses, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Authorities and other persons that are required in order to permit each to carry on their

business as presently conducted, except for such permits, licenses, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Interfield, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects;

(aa) Interfield has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by Interfield in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to Interfield are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any Tax required to be paid for the periods covered thereby. Interfield has duly and timely paid any Tax due and payable by it, including all instalments on account of Tax that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments it has received in respect of any Tax;
(bb) there are no audits, reassessments or other proceedings in progress or, to the knowledge of Interfield, threatened against Interfield, in respect of any Tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any Tax, and Interfield is not aware of any contingent liability of Interfield for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and Interfield has not received any indication in writing from any Governmental Authority that any assessment or reassessment is proposed;
(cc) Interfield has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority each Tax or other amount required to be deducted, withheld or collected and remitted by Interfield;
(dd) Interfield has not been notified by any Governmental Authority of any investigation with respect to them that is pending or threatened, nor has any Governmental Authority notified Interfield of such Governmental Authority’s intention to commence or to conduct any investigation that could be reasonably likely to have a Material Adverse Effect on Interfield;
(ee) Interfield does not have any employees other than those employees listed in the Disclosure Letter and Interfield is not a party to any employment, management or consulting agreement of any kind whatsoever, save as set out in the Disclosure Letter;
(ff) no current or former employee, officer or director of Interfield are entitled to a severance, termination or other similar payment as a result of the Transaction;
(gg) the Corporate Records of Interfield are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of Interfield, and without limiting the generality of the foregoing: (i) the minute books of Interfield contain complete and accurate minutes of all meetings of the directors and shareholders of Interfield; (ii) such minute books contain all written resolutions passed by the directors and shareholders of Interfield; (iii) the securities register of Interfield are complete and accurate, and all transfers of shares of Interfield have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former

and present directors and officers of Interfield were duly elected or appointed as the case may be;

(hh) all Books and Records of Interfield have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein;
(ii) Interfield is not a ‘reporting issuer’ or equivalent in any jurisdiction nor are any shares of Interfield listed or quoted on any stock exchange or electronic quotation system; and
(jj) to the knowledge of Interfield, no representation or warranty of Interfield contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

6.04 Survival of Representations and Warranties

The representations and warranties made by the Parties and contained in this Agreement or any document or certificate given pursuant hereto shall survive the Closing of the Transaction until the date that is 12 months from the date of Closing. No Claim for breach of any representation, warranty or covenant shall be valid unless that Party against whom such Claim is made has been given notice thereof before the expiry of such 12-month period.

ARTICLE VII COVENANTS

7.01 Mutual Covenants

Each of the Parties hereby covenants and agrees as follows:

(a) to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, each of the Parties shall use commercially reasonable efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the Parties to complete the Transaction;
(b) to use commercially reasonable efforts to obtain, before the Time of Closing, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or foreign courts, Governmental Authorities, shareholders and third Parties as are necessary for the consummation of the transactions contemplated herein;

(c) to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the completion of the Transaction; no Party will settle or compromise any Claim brought against them in connection with the transactions contemplated by this Agreement prior to the Closing Date without the prior written consent of each of the others, such consent not to be unreasonably withheld or delayed;
(d) to promptly notify each of the other Parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any material respect with any of its obligations under this Agreement;
(e) to co-operate with each of the other Parties hereto in good faith in order to ensure the timely completion of the Transaction;
(f) to use commercially reasonable efforts to co-operate with each of the other Parties hereto in connection with the performance by the other of its obligations under this Agreement; and
(g) in the case of Interfield and the Purchaser, to indemnify and hold harmless each of the other Parties hereto (and, if applicable, such other Parties’ respective directors, officers, representatives and advisers) (collectively, the “ Non-Offending Persons ”) from and against all Claims, damages, liabilities, actions or demands to which the Non-Offending Persons may be subject insofar as such Claims, damages, liabilities, actions or demands arise out of, or are based upon, the information Disclosed by Interfield or the Purchaser, as applicable, having contained a misrepresentation. Interfield and the Purchaser shall obtain and hold the rights and benefits of this subsection in trust for and on behalf of such Parties’ respective directors, officers, representatives and advisers.

7.02 Covenants of the Purchaser

The Purchaser covenants and agrees with each of the Shareholders and Interfield that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.02, it will:

(a) in a timely and expeditious manner:
(i) if required, provide the recommendation and obtain the Purchaser Shareholder Approval in a timely manner;
(ii) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(iii) file and/or deliver any document or documents required pursuant to Applicable Laws and/or the rules and policies of the NEO in connection with the Transaction as contemplated herein after the Closing;
(b) to make available and afford Interfield and its authorized representatives and, if requested by Interfield, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licenses, orders,

permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Purchaser. The Purchaser will afford Interfield and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s records and documents. At the request of Interfield, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable Interfield or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 7.02(b) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of Interfield under this Section 7.02(b) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;

(c) effect the Name Change of the Purchaser to “Interfield Solutions (Holdings) Ltd.” or such other name as the Purchaser and Interfield may determine and which is acceptable to the registrar companies for British Columbia;
(d) effect the Share Split in accordance with the Applicable Laws;
(e) use commercially reasonable efforts to cooperate fully with lnterfield and to use all reasonable commercial efforts to assist lnterfield in its efforts to complete the Transaction, unless such cooperation and efforts would subject the Purchaser to liability or would be in breach of the Applicable Laws;
(f) use commercially reasonable efforts to cause the Purchaser Shareholders to vote in favour of the Transaction, if such a vote is required, and to not take any action contrary to or in opposition to the Transaction;
(g) use commercially reasonable efforts to cause the Interfield Warrants outstanding immediately prior to the Closing Date to continue in effect as the Resulting Issuer Warrants, on the same terms and conditions as the Interfield Warrants, on and after the Closing Date;
(h) take all corporate action necessary to reserve for issuance a sufficient number of Resulting Issuer Shares for delivery upon exercise of the Resulting Issuer Warrants;
(i) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Interfield (on behalf of the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(j) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be

done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:

(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other Parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Interfield before any Governmental Authority to the extent permitted by such authorities; and
(iii) fulfil all conditions and satisfy all provisions of this Agreement and the Transaction;
(k) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(l) not incur, provide a guarantee for or otherwise accept liability for any contractual obligation, liability or expense out of the ordinary course of business;
(m) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of Interfield, and the Purchaser will keep Interfield fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(n) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(o) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) borrow money or incur any indebtedness for money borrowed, except as agreed by Interfield in writing;

(iii) increase or decrease its paid-up capital or purchase or redeem any shares;
(iv) alter or amend its articles or by-laws in any manner which may adversely affect the success of the Transaction, except as agreed to by lnterfield in writing or as required to give effect to the Transaction; or
(v) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares without the written consent of Interfield except in connection with the Interfield Private Placement;
(p) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders on a basis exempt from the prospectus and registration requirements of the applicable Securities Laws of the provinces of Canada in which the Shareholders are resident;
(q) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including those that are convertible or exchangeable into securities of the Purchaser), other than as contemplated under this Agreement or pursuant to the exercise or conversion of share purchase warrants, options or convertible securities of the Purchaser outstanding as of the date hereof; and
(r) not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser shall forthwith (in any event within one business day following receipt) notify lnterfield of such offer or inquiry and provide lnterfield with such details as it may request.

7.03 Covenants of Interfield

The references to “Interfield” in Section 7.03 are deemed to include the Interfield Subsidiary, if applicable.

Interfield covenants and agrees with the Purchaser that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.01, it will:

(a) in a timely and expeditious manner, assist the Purchaser in the preparation of the Listing Application with respect to the Transaction, including providing such information in

relation to the business, affairs, assets and properties of Interfield as may be necessary to comply with Applicable Laws and the policies of the NEO;

(b) use commercially reasonable efforts to cause all Shareholders to tender their Interfield Shares into an offer by the Purchaser or vote in favour of the Transaction, as the case may be and not take any action contrary to or in opposition to the Transaction and to cooperate fully and assist the Purchaser in its efforts to acquire all of the Interfield Shares unless such cooperation would subject Interfield to liability or would be in breach of Applicable Laws;
(c) agree not to alter or amend lnterfield’s articles or notice of articles in any manner which may adversely affect the success of the Transaction, except as agreed to by the Purchaser in writing, acting reasonably, or as otherwise required to give effect to the matters contemplated herein;
(d) to make available and afford the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to Interfield. Interfield will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to Interfield’s property, assets, undertaking, records and documents. At the request of the Purchaser, Interfield will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of Interfield’s businesses and any of their property or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of Interfield maintained by governmental or other public authorities. The obligations in this Section 7.03(d) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance Interfield will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of Purchaser under this Section 7.03(d) will not mitigate or otherwise affect the representations and warranties of Interfield hereunder;
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance Interfield will be required to disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or other document or communication delivered, filed or received by Interfield in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein (other than in respect of an Alternative Transaction, in which case a summary of the material terms may be provided);
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction, including using commercially reasonable efforts to:

(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other Parties to loan agreements, leases, licenses, agreements and other Contracts;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either Interfield or the Purchaser before any Governmental Authority to the extent permitted by such authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(h) conduct and operate its businesses and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve their business organizations, goodwill and material business relationships with other persons and, for greater certainty, Interfield will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of the Purchaser, and Interfield will keep the Purchaser fully informed as to the material decisions or actions required or required to be made with respect to the operation of each their businesses, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(i) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its constating documents as the same exist at the date of this Agreement;
(j) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire any such shares; and
(k) take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser.

7.04 Covenants of the Shareholders

Each of the Shareholders covenants and agrees with the other Parties hereto that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.01, it will:

(a) in a timely and expeditious manner, provide such information with respect to the Shareholder as the Purchaser may reasonably require in connection with the preparation of the Listing Application or Prospectus with respect to the Transaction and as may be necessary to comply with Applicable Laws and the policies of the NEO;
(b) enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and/or the policies of the NEO;
(c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Shareholder will be required to disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or other document or communication delivered, filed or received by such Shareholder in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated herein (other than in respect of an Alternative Transaction, in which case a summary of the material terms may be provided);
(d) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction, including using commercially reasonable efforts to:
(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction; and
(ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(e) subject to Applicable Laws or as otherwise authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction; and
(f) not encumber in any manner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, charges, mortgages, security interests, pledges, demands, Claims and other encumbrances whatsoever.

ARTICLE VIII TERMINATION

8.01 Termination

This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of all the Parties hereto;
(b) by either Interfield or the Purchaser if the Closing shall not have been consummated on or prior to the Termination Date, without liability to the terminating Party on account of such termination; provided that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to a Party whose breach or violation of any representation, warranty, covenant, obligation or agreement under this Agreement has been the cause of or has resulted in the failure of the Closing to occur on or before such date;
(c) by either Interfield or the Purchaser if applicable Regulatory Approvals for the Transaction are not received or the regulatory authority has notified in writing to either Interfield or the Purchaser that it will not permit the Transaction;
(d) by either Interfield or the Purchaser if applicable shareholder approval (as applicable) is not received;
(e) by the Purchaser, if there has been a material breach by Interfield or the Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby which breach would result in the failure to satisfy one or more of the conditions set forth in Section 4.01 which Interfield or the Shareholders, as applicable, fails to cure within ten (10) Business Days after written notice thereof is given by the Purchaser;
(f) by Interfield if there has been a material breach by the Purchaser of any representation, warranty, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby which breach would result in the failure to satisfy one or more of the conditions set forth in Section 4.03 which the Purchaser fails to cure within ten (10) Business Days after written notice thereof is given by Interfield; and
(g) by any Party, if any permanent injunction or other order of a court or other competent authority preventing the Closing shall have become final and non-appealable; provided, however, that no Party shall be entitled to terminate this Agreement if such Party’s material breach of this Agreement or any of the documents contemplated hereby has resulted in such permanent injunction or order.

8.02 Effect of Termination

Upon termination of this Agreement in accordance with the terms hereof, the Parties hereto shall have no further obligations under this Agreement, other than the obligations contained in Section 11.03.

ARTICLE IX INDEMNIFICATION

9.01 Indemnification by the Purchaser

Subject to Section 6.04, the Purchaser shall indemnify and save the Shareholders and Interfield harmless for and from:

(a) any loss, damages or deficiencies suffered by the Shareholders or Interfield as a result of any breach of representation, warranty or covenant on the part of the Purchaser contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

9.02 Indemnification by Interfield

Subject to Section 6.04, Interfield shall indemnify and save the Purchaser harmless for and from:

(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach of representation, warranty or covenant on the part of Interfield contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

9.03 Indemnification by Shareholders

Subject to Section 6.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from:

(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by such Shareholder of any representation, warranty or covenant on the part of such Shareholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

9.04 Notice of Claim

A Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “ Indemnified Party ”) shall promptly give written notice to the Party or Parties, as applicable, responsible for indemnifying the Indemnified Party (the “ Indemnifying Party ”) of any claim for indemnification pursuant to Sections 9.01, 9.02 and 9.03 (a “ Claim ”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “ Third Party Claim ”) or whether the Claim does not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity (to the extent that the information is available):

(a) the factual basis for the Claim; and

(b) the amount of the Claim, or, if any amount is not then determinable, an approximate and reasonable estimate of the likely amount of the Claim.

9.05 Procedure for Indemnification

(a) Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
(b) Third Party Claims. With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of such Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.

9.06 General Indemnification Rules

The obligations of the Indemnifying party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:

(a) without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 6.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $5,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Article VIII shall be limited to the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Payment Shares;

(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Interfield or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any person (a “ Third Party ”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(i) the provisions of this Article IX shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement.

ARTICLE X EXCLUSIVITY AND ACCESS

10.01 Obligations of Interfield and Shareholders

Prior to the Termination Date, or the earlier termination of this Agreement, neither Interfield nor the Shareholders shall, directly or indirectly, negotiate or deal with any Party other than with the Purchaser relating to the sale or disposition of any part of the outstanding Interfield Shares or assets of Interfield, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of Interfield or otherwise to fetter the proper exercise of discretion of such person. In addition, nothing contained in this Agreement will prohibit, prevent or restrict Interfield from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting

from a breach of this Section 10.01, or the directors of Interfield, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or Interfield or the Shareholders from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of Interfield determine in good faith, after consultation, to the extent considered appropriate by the directors, with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to Interfield or the Shareholders than the Transaction provided, however, that prior to taking such action, the directors of Interfield shall have concluded, after considering the Applicable Laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under the Applicable Laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under the Applicable Laws. In the event Interfield or its Shareholders receive any form of offer or inquiry, Interfield shall forthwith (in any event within one business day following receipt) notify the Purchaser of such offer or inquiry and provide the Purchaser with such details as it may request and Interfield may terminate this Agreement upon written notice to the Purchaser. If lnterfield elects to terminate this Agreement in accordance with this Section 10.01, lnterfield shall be liable for and shall pay promptly upon receipt of an invoice from the Purchaser, the Purchaser’s reasonable legal costs incurred as at the date of termination, up to a maximum of CAD$5,000.

10.02 Obligations of Purchaser

Prior to the Termination Date, or the earlier termination of this Agreement, the Purchaser shall not, directly or indirectly, negotiate or deal with any Party other than Interfield relating to an Alternative Transaction involving the Purchaser or the acquisition by the Purchaser of all or any part of the outstanding shares or assets or property of any other person, or solicit enquiries or provide information with respect to same, provided that nothing herein shall prevent the board of directors of the Purchaser from responding to an unsolicited offer in accordance with their fiduciary duties as directors. ARTICLE XI GENERAL

11.01 Power of Attorney

Each of the Shareholders hereby severally and irrevocably appoints Interfield as its agent and attorney to take any action that is required under the Agreement or to execute and deliver any documents on their behalf, including without limitation, for the purposes of all Closing matters (including without limitation, the receipt of certificates representing the Payment Shares) and deliveries of documents and do and cause to be done all such acts and things as may be necessary or desirable in connection with the closing matters for the Transaction. Without limiting the generality of the foregoing, Interfield may, on its own behalf and on behalf of the Shareholders, extend the Time of Closing, modify or waive any conditions as are contemplated herein, negotiate, settle and deliver the final forms of any documents that are necessary or desirable to give effect to the Transaction (other than any escrow agreements required that a Shareholder may be required to enter into), extend such time periods as may be contemplated herein or terminate this Agreement, in its absolute discretion, as it deems appropriate. Each of the Shareholders hereby acknowledges and agrees that any decision or exercise of discretion made by Interfield under this Agreement, shall be final and binding upon the Shareholders so long as such decision or exercise was made in good faith. The Purchaser shall have no duty to enquire into the validity of any document executed or other action taken by Interfield on behalf of the Shareholders pursuant to this Article XI.

11.02 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement (each, a “ notice ”) shall be in writing shall be in writing addressed as follows:

(a) if to the Purchaser:

Highbury Projects Inc. Suite 206 – 595 Howe Street Vancouver, British Columbia V6C 2T5

Attention: Chief Executive Officer Fax: [personal information redacted]

(b) if to Interfield or the Shareholders:

Interfield Solutions Ltd. Suite 910 Yes Business Centre, Al Barsha 1, Dubai UAE P.O. Box 78020

Attention: Harold Hemmerich E-mail: [personal information redacted]

With a copy to:

McMillan LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, Ontario Canada M5J 2T3

Attention: Raj Dewan E-mail: [email protected]

or such other address as may be designated by notice given by either Interfield or the Purchaser to the other in accordance with this Section 11.02. Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee and a notice which is personally delivered or sent by email shall, if delivered or sent prior to 4:00 p.m. (local time of the recipient) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the next Business Day. Any notice delivered to Interfield in accordance with this Section 11.02 prior to the Time of Closing shall be deemed to have been delivered to each of the Shareholders. The previous sentence of this Section 11.02 shall not apply to a notice given as contemplated in Section 4.04 of the occurrence, or failure to occur, of any event or state of facts which would or would likely to cause any of the representations or warranties of any Shareholder to be untrue or inaccurate or result in the failure by any Shareholder to comply with or satisfy any covenant, condition or agreement, which notice shall not be deemed to have been received by such Shareholder unless delivered to the address of such Shareholder as reflected in the books of Interfield (or after the Time of Closing, the books of the Purchaser). Any Shareholder may, from time to time, by notice given in accordance with this Section 11.02, designate or provide an address of such Shareholder for notices to be given after the Time of Closing.

11.03 Confidentiality

Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the Parties hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement relating to any other Party hereto, provided however that such obligation shall not apply to any information: (i) which was in the public domain at the time of its disclosure to a Party or which subsequently comes into the public domain other than as a result of a breach of such Party’s obligations under this Section 11.03; (ii) was available to a Party or its representatives on a non-confidential basis before the date of this Agreement; or (iii) has become available to a Party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives. All confidential information in written form and documents shall be returned to the Party originally delivering them in the event that the Transaction is not consummated. For greater certainty, nothing contained herein shall prevent any disclosure of information which may be required pursuant to the Applicable Laws or pursuant to an order in judicial or administrative proceedings or any other order made by any Governmental Authority.

11.04 Assignment

No Party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other Parties hereto.

11.05 Binding Effect

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

11.06 Waiver

No waiver of any provision of this Agreement will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly provided.

11.07 Governing Law

This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to the conflict of laws provisions thereof. The Parties agree that any action brought by either Party under or in relation to this Agreement, including without limitation actions to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of the courts of the Province of British Columbia.

11.08 No Personal Liability

(a) No director, officer, employee or agent of the Purchaser shall have any personal liability whatsoever to Interfield or the Shareholders under this Agreement or any other document delivered in connection with the Transaction on behalf of the Purchaser.
(b) No director, officer, employee or agent of Interfield (in such capacity) shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the Transaction on behalf of Interfield.

11.09 Time of Essence

Time is of the essence of this Agreement and of each of its provisions.

11.10 Public Announcements

Interfield and the Purchaser shall co-operate with the other in releasing information concerning this Agreement and the transactions contemplated herein, and shall furnish to and discuss with the other drafts of all press and other releases prior to publication. No press release or other public announcement concerning the proposed transactions contemplated by this Agreement will be made by any Party hereto without the prior consent of the other Parties, such consent not to be unreasonably withheld or delayed; provided that nothing contained herein shall prevent any Party hereto at any time from furnishing any information to any Governmental Authority or to the public if so required by Applicable Law.

11.11 Further Assurances

Each Party will, upon request but without further consideration, from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to and perform the provisions and intent of this Agreement and to complete the transactions contemplated herein.

11.12 Entire Agreement

This Agreement, together with the documents required to be delivered pursuant to this Agreement, constitute the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained in this Agreement and any document delivered pursuant to this Agreement.

11.13 Amendments

No amendment of any provision of this Agreement will be binding on any Party unless consented to in writing by such Party.

11.14 Severability

In the event that any provision or part of this Agreement is determined by any court or other judicial or administrative body to be illegal, null, void, invalid or unenforceable, that provision shall be severed to the extent that it is so declared and the other provisions of this Agreement shall continue in full force and effect.

11.15 Remedies Cumulative

The rights and remedies of the Parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by any Party hereto of any right or remedy for default or breach of any term, covenant or condition of this Agreement does not waive, alter, affect or prejudice any other right or remedy to which such Party may be lawfully entitled for the same default or breach.

11.16 Counterparts

This Agreement may be executed and delivered in one or more counterparts and may be executed and delivered by facsimile or any other electronically communicated method, each of which when executed and delivered shall be deemed an original and all of which counterparts together shall be deemed to constitute one and the same instrument.

11.17 Independent Legal Advice

EACH SHAREHOLDER ACKNOWLEDGES, CONFIRMS AND AGREES THAT HE, SHE OR IT HAS HAD THE OPPORTUNITY TO SEEK AND WAS NOT PREVENTED OR DISCOURAGED BY ANY PARTY HERETO FROM SEEKING INDEPENDENT LEGAL ADVICE PRIOR TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THAT, IN THE EVENT THAT ANY SHAREHOLDER DID NOT AVAIL HIMSELF/HERSELF/ITSELF WITH THAT OPPORTUNITY PRIOR TO SIGNING THIS AGREEMENT, SUCH SHAREHOLDER DID SO VOLUNTARILY WITHOUT ANY UNDUE PRESSURE AND AGREES THAT SUCH SHAREHOLDER’S FAILURE TO OBTAIN INDEPENDENT LEGAL ADVICE SHALL NOT BE USED BY HIM/HER/IT AS A DEFENCE TO THE ENFORCEMENT OF HIS/HER/ITS OBLIGATIONS UNDER THIS AGREEMENT. EACH SHAREHOLDER ACKNOWLEDGES AND AGREES THAT MCMILLAN LLP ONLY ACTS FOR INTERFIELD, AND DOES NOT REPRESENT OR ACT FOR THE SHAREHOLDERS.

[Signature pages follow.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto on the date first above written.

HIGHBURY PROJECTS INC.

By: (Signed) Name: Al Karim Jaffer Title: Chief Executive Officer

INTERFIELD SOLUTIONS LTD.

By: (Signed) Name: Harold Hemmerich Title: Chief Executive Officer

[Signature pages of the Shareholders follows.]

Interfield Shareholders

[Signature page]

[Names redacted]

SCHEDULE A

Shareholders of Interfield

Name and Address of Shareholder	Number of Shares
[Names redacted]
TOTAL	1,096,268

*Non-Resident Shareholder

SCHEDULE B

Warrantholders of Interfield

Name of Warrantholder	Number of Interfield Warrants	Exercise Price of Interfield Warrants ($US)	Number of Resulting Issuer Replacement Warrants*	Exercise Price of Resulting Issuer Replacement Warrants ($)	Expiry Date of Resulting Issuer Replacement Warrants
[Name redacted]
TOTAL	1,128,134		95,164,985

*Resulting Issuer Replacement Warrants to be issued upon completion of the Transaction.

SCHEDULE C

Interfield Shareholder Consent Agreement

INTERFIELD SHAREHOLDER CONSENT AGREEMENT

THIS AGREEMENT MADE EFFECTIVE AS OF ______, 202__ (the “ Agreement ”).

AMONG:

HIGHBURY PROJECTS INC.

a corporation existing under the laws of British Columbia

(the “ Purchaser ”)

AND:

INTERFIELD SOLUTIONS LTD.

a corporation existing under the laws of the Republic of Seychelles

(“ Interfield” )

AND:

THE NEW INTERFIELD SHAREHOLDERS who have executed this

Agreement

(individually a “ New Interfield Shareholder ” and collectively the “ New Interfield Shareholders ”)

WHEREAS:

A. The Purchaser, Interfield, and the Shareholders entered into a Share Exchange Agreement dated effective __, 202 and attached as Schedule “A” hereto (the “ Share Exchange Agreement ”);
B. Pursuant to the Share Exchange Agreement, Interfield agreed to the Transaction and further agreed to obtain the consent of the New Interfield Shareholders to the Transaction (as defined therein); and
C. The New Interfield Shareholder has agreed to provide such consent and to be bound by the terms of the Share Exchange Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto do covenant and agree each with the other as follows:

Unless specifically defined herein or unless the context otherwise requires, terms used herein which are defined in the Share Exchange Agreement shall have the meanings ascribed to such terms in the Share Exchange Agreement.
On the execution of this Agreement by a New Interfield Shareholder, such New Interfield Shareholder covenants and agrees that it shall, together with the Shareholder (the “ New Interfield Shareholder’s Transferor ”) from whom such New Interfield Shareholder acquired ordinary shares of Interfield as trustee or nominee for the New Interfield Shareholder’s Transferor, be bound by all of the provisions of the Share Exchange Agreement as if such New

Interfield Shareholder and the New Interfield Shareholder’s Transferor were collectively an original party to the Share Exchange Agreement including, without limitation, all representations, warranties and covenants of the New Interfield Shareholder’s Transferor contained therein (provided that it is acknowledged and agreed that the New Interfield Shareholder is the registered owner of the ordinary shares of Interfield acquired by the New Interfield Shareholder referred to below, but is not the beneficial owner thereof, and that the New Interfield Shareholder’s Transferor is the beneficial owner of such shares).

This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties hereby agree to attorn to the exclusive jurisdiction of the Courts of British Columbia and not to commence any form of proceedings in any other forum.
This Agreement may be signed by facsimile (including in .pdf format) and in counterpart, and each copy so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

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

HIGHBURY PROJECTS INC.

Per:

Authorized Signatory

INTERFIELD SOLUTIONS LTD.

Per: Authorized Signatory

AND THE FOLLOWING NEW INTERFIELD SHAREHOLDER:

Name : _____ Number of Shares : ___ Address: _____ ____ ______ Signed : ____ Witness Name : ____

Signed :

DATE: ______

SCHEDULE D

U.S. Representation Letter for U.S. Shareholders

TO: HIGHBURY PROJECTS INC. (“Purchaser”)

RE: ACQUISITION OF SECURITIES OF INTERFIELD SOLUTIONS LTD. PURSUANT TO SHARE EXCHANGE AGREEMENT

Capitalized terms not specifically defined in this certification have the meaning ascribed to them in the Share Exchange Agreement to which this Schedule is attached. In the event of a conflict between the terms of this certification and such Share Exchange Agreement, the terms of this certification shall prevail.

In addition to the covenants, representations and warranties contained in the Share Exchange Agreement to which this Schedule D is attached, the undersigned (the “ U.S. Shareholder ”) covenants, represents and warrants to Purchaser that:

(a) It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Payment Shares (also referred to herein as the “ Securities ”) and it is able to bear the economic risk of loss of its entire investment. To the extent necessary, the U.S. Shareholder has retained, at his or her own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the Share Exchange Agreement and owning the Securities.
(b) Purchaser has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning Interfield as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities, including access to Purchaser’s public filings available on the Internet at www.sedar.com, and that any answers to questions and any request for information have been complied with to the U.S. Shareholder’s satisfaction.
(c) It is acquiring the Securities for its own account, for investment purposes only and not with a view to any resale or distribution and, in particular, it has no intention to distribute either directly or indirectly the Securities in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States; provided, however, that this paragraph shall not restrict the U.S. Shareholder from selling or otherwise disposing of the Securities pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements.
(d) The address of the U.S. Shareholder set out in the signature block below is the true and correct principal address of the U.S. Shareholder and can be relied on by Purchaser for the purposes of state blue-sky laws and the U.S. Shareholder has not been formed for the specific purpose of purchasing the Securities.
(e) It understands (i) the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States; and (ii) the offer and sale contemplated hereby is being made in reliance on an exemption from such registration requirements in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act.

(f) The U.S. Shareholder is

(i) an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act by virtue of meeting one of the following criteria set forth in the U.S. Accredited Investor Certification attached hererto as Appendix A, which the undersigned has completed and executed and which Appendix A forms an integral part hereof; or

(ii) is not an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act, and has completed the Suitability Questoinnaire attached hereto as Appendix B, which forms an integral part hereof.

(g) The U.S. Shareholder has not purchased the Securities as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio or television, or the Internet or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
(h) It acknowledges that the Securities will be “restricted securities”, as such term is defined in Rule 144(a)(3) under the U.S. Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws, and it agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Securities, it will not offer, sell or otherwise transfer, directly or indirectly, the Securities except:
(i) to Purchaser;

(ii) outside the United States in an “offshore transactions” meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with applicable local laws and regulations;

(iii) in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or

(iv) in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws governing the offer and sale of securities,

and, in the case of each of (iii) and (iv) above, it has prior to such sale furnished to Purchaser and opinion of counsel in form and substance reasonably satisfactory to Purchaser stating that such transaction is exempt from registration under applicable securities laws and that the legend referred to in paragraph (k) below may be removed.

(i) It understands and agrees that the Securities may not be acquired in the United States or by a U.S. Person or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration requirements is available.
(j) The certificates representing the Securities issued hereunder, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as the same is no longer required

under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, will bear, on the face of such certificate, the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HIGHBURY PROJECTS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

provided, that, if at the time of original issuance of the Securities in connection with the Share Exchange Agreement, the Purchaser is a “foreign issuer” as such term is defined in Rule 902(e) of Regulation S, and if the Securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of Purchaser, in substantially the form set forth as Appendix C attached hereto (or in such other forms as Purchaser may prescribe from time to time) and, if requested by Purchaser or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to Purchaser and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Securities are being sold otherwise than in accordance with Regulation S and other than to Purchaser, the legend may be removed by delivery to the registrar and transfer agent and Purchaser of an opinion of counsel, of recognized standing reasonably satisfactory to Purchaser, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

(k) It understands and agrees that there may be material tax consequences to the U.S. Shareholder of an acquisition, holding or disposition of any of the Securities. Purchaser gives no opinion and makes no representation with respect to the tax consequences to the U.S. Shareholder under United States, state, local or foreign tax law of the undersigned’s acquisition, holding or disposition of such Securities. In particular, no determination has been made whether Purchaser will be a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.
(l) It consents to Purchaser making a notation on its records or giving instructions to any transfer agent of Purchaser in order to implement the restrictions on transfer set forth and described in this certification and the Share Exchange Agreement.
(m) It understands that (i) Purchaser may be deemed to be an issuer that is, or that has been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “ Shell Company ”), (ii) if Purchaser is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the U.S. Securities Act may not be available for resales of the Securities, and (iii) Purchaser is not obligated to make Rule 144 under the U.S. Securities Act available for resales of the Securities.
(n) It understands and agrees that the financial statements of Purchaser have been prepared in accordance with International Financial Reporting Standards and therefore may be materially different from financial statements prepared under U.S. generally accepted accounting principles and therefore may not be comparable to financial statements of United States companies.
(o) It understands and acknowledges that Purchaser is incorporated outside the United States, consequently, it may be difficult to provide service of process on Purchaser and it may be difficult to enforce any judgment against Purchaser.
(p) It understands that Purchaser does not have any obligation to register the Securities under the U.S. Securities Act or any applicable state securities or “blue-sky” laws or to take action so as to permit resales of the Securities. Accordingly, the U.S. Shareholder understands that absent registration, it may be required to hold the Securities indefinitely. As a consequence, the U.S. Shareholder understands it must bear the economic risks of the investment in the Securities for an indefinite period of time.

The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Time of Closing. If any such representations shall not be true and accurate prior to the Time of Closing, the undersigned shall give immediate written notice of such fact to Purchaser prior to the Time of Closing.

ONLY U.S. SHAREHOLDERS NEED COMPLETE AND SIGN

Dated ___ 2022.

X Signature of individual (if U.S. Shareholder is an individual) X Authorized signatory (if U.S. Shareholder is not an individual) Name of U.S. Shareholder ( please print ) Address of U.S. Shareholder ( please print ) Name of authorized signatory ( please print ) Official capacity of authorized signatory ( please print )

Appendix “A” to

U.S. REPRESENTATION LETTER FOR U.S. SHAREHOLDERS

U.S ACCREDITED INVESTOR CERTIFICATION TO BE COMPLETED BY U.S. SHAREHOLDERS THAT ARE U.S. ACCREDITED INVESTORS

In addition to the covenants, representations and warranties contained in the Share Exchange Agreement and the Schedule “D” to which this Appendix is attached, the undersigned (the “ U.S. Shareholder ”) covenants, represents and warrants to Purchaser that the U.S. Shareholder is an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act by virtue of meeting one of the following criteria ( please hand-write your initials on the appropriate lines ):

Category 1. A bank, as defined in Section 3(a)(2) of the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), whether acting in its individual or fiduciary capacity; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934 ; an investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the United States Securities and Exchange Commission (the “ Commission ”) under section 203(l) or (m) of the United States Investment Advisers Act of 1940 ; an insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; an investment company registered under the United States Investment Company Act of 1940 ; a business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940 ; a small business investment company licensed by the United States Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958 ; a rural business investment company as defined in section 384A of the United States Consolidated Farm and Rural Development Act ; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors; or

Category 2. A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940 ; or
Category 3. An organization described in Section 501(c)(3) of the United States Internal Revenue Code , a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the Basin Consideration Shares offered, with total assets in excess of US$5,000,000; or
Category 4. A director or executive officer of the Purchaser; or
Category 5. A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent (being a cohabitant occupying a relationship generally equivalent to that of a spouse), at the time of that person’s purchase exceeds US$1,000,000 ( note: for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of Payment Shares to the U.S. Shareholder contemplated by the Share Exchange Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale and purchase of Payment Shares exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability; (iv) for the purposes of calculating joint net worth of the person and that person’s spouse or spousal equivalent, (A) joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent, and (B) assets need not be held jointly to be included in the calculation; and reliance by the person and that person’s spouse or spousal equivalent on the joint net worth standard does not require that the securities be purchased jointly); or
Category 6. A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
Category 7. A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Payment Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
Category 8. An entity in which all of the equity owners are Accredited Investors; or

If you checked Category 8, please indicate the name and category of Accredited Investor (by reference to the applicable category number herein) of each equity owner:

Name of Equity Owner	Category of Accredited Investor

It is permissible to look through various forms of equity ownership to natural persons in determining the Accredited Investor status of entities under this category. If those natural persons are themselves Accredited Investors, and if all other equity owners of the entity seeking Accredited Investor status are Accredited Investors, then this category will be available.

Category 9. An entity, of a type not listed in Categories 1, 2, 3, 7 or 8, not formed for the specific purpose of acquiring the Payment Shares, owning investments in excess of US$5,000,000 (note: for the purposes of this Category 9, “investments is defined in Rule 2a511(b) under the United States Investment Company Act of 1940 ); or
Category 10. A natural person holding in good standing one or more of the following professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status: The General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65); or
Category 11. Any “family office,” as defined in rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940 : (i) with assets under management in excess of US$5,000,000, (ii) that is not formed for the specific purpose of acquiring the Payment Shares, and (iii) whose prospective investment is directed by a person (a “ Knowledgeable Family Office Administrator ”) who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or
Category 12. A “family client,” as defined in rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940 , of a family office meeting the requirements set forth in Category 11 above and whose prospective investment in the Company is directed by such family office with the involvement of the Knowledgeable Family Office Administrator.

ONLY U.S. SHAREHOLDERS WHO ARE ACCREDITED INVESTORS NEED TO COMPLETE AND SIGN

Dated ________ 2022.

X Signature of individual (if U.S. Shareholder is an individual) X

Authorized signatory (if U.S. Shareholder is not an individual)

Name of U.S. Shareholder ( please print ) Address of U.S. Shareholder ( please print )

Name of authorized signatory ( please print )

Official capacity of authorized signatory ( please print )

Appendix “B” to

U.S. REPRESENTATION LETTER FOR U.S. SHAREHOLDERS

SUITABILITY QUESTIONNAIRE TO BE COMPLETED BY U.S. SHAREHOLDERS THAT ARE NOT U.S. ACCREDITED INVESTORS

Capitalized terms not specifically defined in this certification have the meaning ascribed to them in the U.S. Representation Letter to which this Appendix “B” is attached.

The purpose of this Suitability Questionnaire is to assist the Purchaser (also referred to herein as the “ Company ”) to assess the suitability of the undersigned (the “U.S. Shareholder”) to acquire the Payment Shares pursuant to the Share Exchange Agreement, and thereby facilitate compliance with exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Your answers will at all times be kept strictly confidential. However, by signing this Suitability Questionnaire (the “ Questionnaire ”) the U.S. Shareholder agrees that the Company may present this Questionnaire to such Parties as may be appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration under the U.S. Securities Act or any state securities laws. A false statement by the U.S. Shareholder may constitute a violation of law, for which a claim for damages may be made against the U.S. Shareholder. Otherwise, your answers to this Questionnaire will be kept strictly confidential.

If the U.S. Shareholder is a corporation, limited liability company or other entity, a separate Questionnaire should be completed and signed by each of the principals of such U.S. Shareholder who have authority to make investment decisions on behalf of the U.S. Shareholder.

1. Income

“ income ” shall mean adjusted gross income as reported for federal tax purposes reduced by (a) any deduction for long term capital gain, (b) any deduction for depletion, (c) any exclusion for interest and (d) any losses allocated to the U.S. Shareholder as an individual

(a) Was your annual income for the calendar year ended December 31, 2021 over US$150,000?

Yes __ No ____

(b) Was your annual income for the calendar year ended December 31, 2020 over $150,000?

Yes No __

(d) Do you anticipate that your current amount of income will change in the foreseeable future?

Yes No __

If so, when, why and to what amount will that income change?:

(e) If your responses to questions 1(a) through 1(c) were “No,” please provide your annual income for the calendar years ending December 31, 2021 and December 31, 2020.

December 31, 2021: $

December 31, 2020: $

(f) If your responses to questions 1(a) through 1(c) were “No” please provide your joint annual income with your spouse for the calendar years ending December 31, 2021 and December 31, 2020

December 31, 2021: $

December 31, 2020: $

2. Net Worth

(a) Please provide your net worth (for the purposes of calculating net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of Securities contemplated by the accompanying Share Exchange Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of the Securities contemplated by the accompanying Share Exchange Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability)

Net Worth: $

(b) Does your proposed purchase of the Securities exceed:

____ 10% of your net worth (excluding your personal residence, home furnishings and automobiles)?

____ 20% of your net worth (excluding your personal residence, home furnishings and automobiles)?

3. Educational Background

(a) Briefly describe educational background, relevant institutions attended, dates, degrees:
(b) Briefly describe business involvement or employment during the past 10 years or since graduation from school, whichever period is shorter. (Specific employers need not be named. A sufficient description is needed to assist the Company in determining the extent of vocationally related experience in financial and business matters).

4. Investment experience

(a) Please indicate the frequency of your investment in marketable securities:

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

(b) Please indicate the frequency of your investment in unmarketable securities;

( ) Often; ( ) Occasionally; ( ) Seldom; ( ) Never.

(c) Have your purchased securities sold in reliance on the private offering exemptions from registration pursuant to the U.S. Securities Act or any state laws during the past three years?

Yes No

If you answered “Yes,” please provide the following information:

	Nature of Year Security	Nature of Year Security	Business Total amount of issuer invested	Business Total amount of issuer invested

				.

(d) Do you believe you have sufficient knowledge and experience in investments, and in financial and business affairs, that you can evaluate the merits and risks of an investment in the Payment Shares?

Yes No

(e) If not, have you sought the advice of a professional adviser and has such professional adviser explained the relative merits and risks of an investment in the Payment Shares in such manner and in sufficient detail to permit you to make what you believe to be a fully informed decision to accept an investment in the Payment Shares?

Yes No

You hereby acknowledge that the foregoing statements are true and accurate to the best of your information and belief and that you will promptly notify the Company of any changes in the foregoing answers.

ONLY U.S. SHAREHOLDERS WHO ARE NOT ACCREDITED INVESTORS NEED TO COMPLETE AND SIGN

Dated _______ 2022.

Signature of individual (if U.S. Shareholder is an individual)

Authorized signatory (if U.S. Shareholder is not an individual)

Name of U.S. Shareholder ( please print )

Address of U.S. Shareholder ( please print )

Name of authorized signatory ( please print )

Official capacity of authorized signatory ( please print )

Appendix “C” to

U.S. REPRESENTATION LETTER FOR U.S. SHAREHOLDERS

Form of Declaration for Removal of Legend

TO: HIGHBURY PROJECTS INC. (the “Corporation”)

TO: Registrar and transfer agent for the shares of the Corporation

The undersigned (A) acknowledges that the sale of ___ (the “ Securities ”) of the Corporation, represented by certificate number(s) ___, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act, except any officer or director of the Company who is an affiliate solely by virtue of holding such position) (b) a “distributor” as defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such Securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does not intend to replace such Securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated ___ 20__.

Signature of individual (if Seller is an individual)

Authorized signatory (if Seller is not an individual)

Name of Seller ( please print )

Name of authorized signatory ( please print )

Official capacity of authorized signatory ( please print )

Affirmation by Seller’s Broker-Dealer (Required for sales pursuant to Section (B)(2)(b) above)

We have read the foregoing representations of our customer, ____ (the “ Seller ”), dated ___, 20_, with regard to the sale, for such Seller’s account, of ___ common shares (the “ Securities ”) of Interfield Solutions Ltd. (the “Corporation”) represented by certificate number(s) ____. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Securities was made to a person in the United States;
(2) the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market” (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;
(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and
(4) we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.

Name of Firm

By: Authorized Officer Dated: 20_____

SCHEDULE E

Disclosure Letter of Interfield

Private, Privileged & Confidential

August 25, 2022

Interfield Solutions Ltd.

Suite 910 Yes Business Centre Al Barsha 1, Dubai UAE P.O. Box 78020

Dear Sirs / Madams:

Re: Share Exchange Agreement (the “Agreement”) dated August 25, 2022 between Highbury Projects Inc.

(“Highbury”) and Interfield Solutions Ltd. (“Interfield”)

This letter, together with the attached schedules, constitutes the “Interfield Capital Disclosure Letter” as defined in the Agreement. The numbering of the attached schedules corresponds to the same section in the Agreement. For greater clarity, any introductory language and headings in this letter are inserted for convenience of reference only and will not create or be deemed to create a different standard for disclosure than the language set forth in the Agreement. Information disclosed in any schedule of this letter will be deemed disclosed with respect to such other sections or subsections of the Agreement or this letter to which such written information, on its face, would obviously pertain in light of the form and substance of the disclosure made.

The purpose of this letter is to disclose to Highbury certain information and to disclose the qualifications, modifications or exceptions to certain representations, warranties and covenants of Interfield contained in the Agreement. This letter constitutes an integral part of the Agreement. No item in this letter relating to any possible breach or violation of any agreement, law or regulation will be construed as an admission or indication that any such breach or violation exists or has actually occurred, and nothing in this letter constitutes an admission of any liability or obligation of Interfield to any third party or will confer or give to any third party any remedy, claim, liability, reimbursement, cause of action, or other right. This letter is qualified in its entirety by reference to the provisions of the Agreement, and is not intended to constitute, and will not be construed as constituting, any representation, warranty, undertaking, assurance, covenant, indemnity, guarantee or other commitment of any nature whatsoever not expressly given in the Agreement. The inclusion of any item in this letter will not be construed as an admission or opinion by Interfield of the materiality of such item.

All capitalized terms used in this letter will have the meanings attributed thereto in the Agreement, unless otherwise stated, and all references to dollars, unless otherwise specifically indicated, are to Canadian dollars. This letter will be governed by and construed in all respects in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This letter may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The parties hereto shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this letter, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties hereto.

[ Rest of Page Intentionally Left Blank ]

INTERFIELD SOLUTIONS LTD.

By: (Signed) Name: Harold Hemmerich Title: Chief Executive Officer

We hereby acknowledge receipt and accept the contents of this letter this 25th day of August, 2022.

HIGHBURY PROJECT INC.

By: (Signed) Name: Al-Karim Jaffer Title: Chief Executive Officer

Schedule 6.03(i) Agreements to Acquire Shares or Assets of Another Business

Nil.

Schedule 6.03(j) Agreements to Acquire Interfield Securities

Warrantholders of Interfield have rights to acquire securities of Interfield as more fully detailed in the Prospectus.

Schedule 6.03(m) Related-party Transactions

Details of all related party transactions are provided in the Prospectus.

Schedule 6.03(p) Interfield Material Contracts

Details of all material contracts are provided in the Prospectus.

AI assistant

Interfield Global Software Inc. — M&A Activity 2022

45674_rns_2022-09-02_71a110d3-185d-4e28-a1cc-10db4efe38ea.pdf

SHARE EXCHANGE AGREEMENT

AMONG:

HIGHBURY PROJECTS INC.

INTERFIELD SOLUTIONS LTD.

WHEREAS:

ARTICLE I INTERPRETATION

1.01 Definitions

1.02 Currency

1.03 Interpretation Not Affected by Headings, etc.

1.04 Number, etc.

1.05 Date for Any Action

1.06 Statutory References

1.07 Accounting Principles

1.08 Knowledge

1.09 Schedules

ARTICLE II PURCHASE AND SALE OF PURCHASED SHARES

2.01 Purchase and Sale

2.02 Share Split and Purchaser Consolidation

2.03 Purchase Price

2.04 Taxes

2.05 Restrictions on Resale

2.06 Purchaser Shareholder Approval

(collectively, the “ Purchaser Shareholder Approval ”).

2.07 Listing Application

2.08 Expenses

2.09 Canadian s. 85 Election

ARTICLE III CHANGE IN DIRECTORS OF THE PURCHASER AND CHANGE IN NAME OF THE PURCHASER

3.01 Name Change

3.02 New Directors

3.03 New Officers

3.04 PIFs

ARTICLE IV CONDITIONS OF CLOSING

4.01 Mutual Conditions of Closing

4.02 Conditions of Closing in Favour of the Purchaser

4.03 Conditions of Closing in Favour of Interfield and the Shareholders

4.04 Notice and Cure Provisions

ARTICLE V CLOSING AND POST CLOSING ARRANGEMENTS

5.01 Time and Place of Closing

5.02 Closing Steps

5.03 Closing Deliveries of the Purchaser

5.04 Closing Deliveries of Interfield

5.05 Closing Deliveries of the Shareholders

ARTICLE VI REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of the Purchaser

6.02 Representations and Warranties of the Shareholders

6.03 Representations and Warranties of Interfield

6.04 Survival of Representations and Warranties

ARTICLE VII COVENANTS

7.01 Mutual Covenants

7.02 Covenants of the Purchaser

7.03 Covenants of Interfield

7.04 Covenants of the Shareholders

ARTICLE VIII TERMINATION

8.01 Termination

8.02 Effect of Termination

ARTICLE IX INDEMNIFICATION

9.01 Indemnification by the Purchaser

9.02

Indemnification by Interfield

9.03 Indemnification by Shareholders

9.04 Notice of Claim

9.05 Procedure for Indemnification

9.06 General Indemnification Rules

ARTICLE X EXCLUSIVITY AND ACCESS

10.01 Obligations of Interfield and Shareholders

10.02 Obligations of Purchaser

11.01 Power of Attorney

11.02 Notices

11.03 Confidentiality

11.04 Assignment

11.05 Binding Effect

11.06 Waiver

11.07 Governing Law

11.08 No Personal Liability

11.09 Time of Essence

11.10 Public Announcements

11.11 Further Assurances

Interfield Global Software Inc. M&A Activity 2022

Yes No __

Yes No __

Yes No __