K92 Mining Inc. - Capital/Financing Update 2022

UNDERWRITING AGREEMENT

June 17, 2022

K92 Mining Inc. 488 – 1090 West Georgia Street Vancouver, British Columbia V6E 3V7

Attention: John Lewins, Chief Executive Officer

Dear Sir:

Clarus Securities Inc. (“ Clarus ”) and Cormark Securities Inc. (“ Cormark ” and, together with Clarus, the “ Co-Lead Underwriters ”), as co-lead underwriters and co-bookrunners, along with National Bank Financial Inc., Stifel Nicolaus Canada Inc., BMO Capital Markets, Scotia Capital Inc., Desjardins Securities Inc., Eight Capital, PI Financial Corp., Raymond James Ltd., Haywood Securities Inc. and TD Securities Inc. (collectively with the Co-Lead Underwriters, the “ Underwriters ” and individually, an “ Underwriter ”), based upon and subject to the terms and conditions set out below, hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from K92 Mining Inc. (the “ Corporation ”) and the Corporation hereby agrees to issue and sell to the Underwriters, 5,405,500 common shares (“ Purchased Shares ”) of the Corporation, on a “bought deal” underwritten basis, at a price of $9.25 per Purchased Share (the “ Offer Price ”) for aggregate gross proceeds of $50,000,875.

The Corporation hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 810,825 common shares of the Corporation (the “ OverAllotment Shares ”) at the Offer Price for additional gross proceeds of up to $7,500,131.25 upon the terms and conditions set forth herein for the purpose of covering over-allotments, if any, made in connection with the Offering (as defined below). The Over-Allotment Option shall be exercisable, in whole or in part, and at any time within 30 days following the Closing Date (as defined below) by giving written notice to the Corporation, as more particularly described in Section 12. Pursuant to such notice, the Underwriters shall purchase in their respective percentages set out in Section 18, and the Corporation shall deliver and sell, the number of OverAllotment Shares indicated in such notice in accordance with this Underwriting Agreement.

The Purchased Shares and the Over-Allotment Shares are collectively referred to in this Underwriting Agreement as the “ Offered Shares ” and the offering of the Offered Shares by the Corporation is referred to in this Underwriting Agreement as the “ Offering ”.

We understand that the Corporation is eligible to file, and shall, on June 17, 2022, prepare and file a preliminary short form prospectus (the “ Preliminary Prospectus ”), pursuant to the Passport Procedures (as defined below), electing the British Columbia Securities Commission as the principal regulator, and obtain a decision document issued by the British Columbia Securities Commission, as principal regulator, evidencing that a receipt (or deemed receipt) has been issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions (as defined below). The

Underwriters also understand that the Corporation shall prepare and will file within the time limits and on the terms set out below a (final) short form prospectus (the “ Final Prospectus ”), and all other necessary documents in order to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions.

The Underwriters propose to offer the Offered Shares at the Offer Price specified above. After commercially reasonable efforts have been made to sell all of the Offered Shares at the Offer Price, the Underwriters may subsequently reduce the selling prices to investors from time to time in order to sell any of the Offered Shares remaining unsold, subject to limitations on discount market price pursuant to the policies of the TSX; provided that any such reduction in the selling price to investors shall not affect the aggregate Offer Price less the Underwriting Fee (as defined below) payable to the Corporation.

The Offered Shares may also be offered and sold in the United States (as defined below) on a private placement basis in accordance with Schedule “A” attached hereto, which Schedule forms a part of this agreement (the “ Underwriting Agreement ”), and in compliance with U.S. Securities Laws (as defined below) to Persons who the Underwriters reasonably believe to be Qualified Institutional Buyers (as defined below) and/or Accredited Investors (as defined below). The Corporation understands that although this Underwriting Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “ Substituted Purchasers ”) for the Offered Shares in connection with private placements of the Offered Shares in the United States to Accredited Investors only in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and the provisions of this Underwriting Agreement and, without limiting the foregoing, specifically Schedule “A” to this Underwriting Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Purchased Shares directly from the Corporation at the Offer Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Purchased Shares, the obligations of the Underwriters to do so will be reduced by the number of Offered Shares purchased by the Substituted Purchasers directly from the Corporation. Any reference in this Underwriting Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.

Subject to applicable law, including Applicable Securities Laws (as defined herein) and the terms of this Underwriting Agreement, the Offered Shares may also be distributed outside of Canada and the United States, in each jurisdiction where they may be lawfully sold by the Underwriters without: (a) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect; or (b) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, including assisting in preparing documentation relating to the sale of the Offered Shares including the Preliminary Prospectus, the Final Prospectus (and any Supplementary Material (as defined below)) and distributing the Offered Shares, directly and through other investment

dealers and brokers, the Corporation agrees to pay the Underwriting Fee to the Underwriters at the Time of Closing (as defined below).

The following are the terms and conditions of the agreement between the Corporation and the Underwriters:

TERM AND CONDITIONS

Section 1 Definitions and Interpretation

(1) In this Underwriting Agreement:

“ Accredited Investor ” means an accredited investor as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

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

“ affiliate ” means an affiliated entity for purposes of the Securities Act (Ontario);

“ Ancillary Documents ” means all agreements, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Underwriting Agreement;

“ Applicable Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;

“ Auditors ” means PricewaterhouseCoopers LLP;

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

“ Canadian Securities Laws ” means, collectively, all applicable securities Laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;

“ Closing Date ” means July 6, 2022 or any earlier or later date as may be agreed to by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, acting reasonably, but will in any event not be later than 42 days after the date of issuance of a receipt for the Final Prospectus;

“ Common Shares ” means the common shares without par value in the capital of the Corporation;

“ Corporation ” means K92 Mining Inc.;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws or any of them;

“ Documents ” means, collectively:

i. the annual information form of the Corporation dated March 30, 2022 for the fiscal year ended December 31, 2021;
ii. the notice of meeting and management information circular of the Corporation dated May 20, 2022 prepared for the purposes of the annual general meeting of the Corporation to be held on June 30, 2022;
iii. the audited annual consolidated financial statements of the Corporation for the fiscal years ended December 31, 2021 and 2020, including the notes thereto (the “ Annual Financial Statements ”);
iv. the management’s discussion and analysis of the Corporation for the fiscal year ended December 31, 2021;
v. the unaudited condensed consolidated interim financial statements of the Corporation for the three months ended March 31, 2022 and 2021, including the notes thereto (the “ Interim Financial Statements ”);
vi. the management’s discussion and analysis of the Corporation for the three months ended March 31, 2022;
vii. all press releases released by the Corporation since January 1, 2020; and
viii. all material change reports filed by the Corporation since January 1, 2020;

“ Environmental Laws ” has the meaning given to that term in Section 7(bb);

“ Environmental Permits ” has the meaning given to that term in Section 7(bb);

“ Final Prospectus ” has the meaning given to that term in the fourth paragraph of this Underwriting Agreement and for greater certainty includes the documents incorporated by reference therein;

“ Financial Statements ” means the Annual Financial Statements and the Interim Financial Statements;

“ Governmental Authority ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

i. having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
ii. exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

“ Governmental Licenses ” has the meaning given to that term in Section 7(aa);

“ Hazardous Substances ” has the meaning given to that term in Section 7(bb);

“ Indemnified Party ” or “ Indemnified Parties ” has the meaning given to that term in Section 15(1) of this Underwriting Agreement;

“ K92 Australia ” means K92 Mining (Australia) Pty Ltd., a proprietary company registered and subsisting under the Corporations Act 2001 (Australia);

“ K92 BVI ” means K92 Holdings International Limited (formerly Mining Associates Holdings Limited, and formerly Bing Bing Limited), a company incorporated under the BVI Business Companies Act, 2004;

“ K92 PNG ” means K92 Mining Limited, a company amalgamated and subsisting under the Companies Act 1997 (Papua New Guinea);

“ Kainantu Project ” means the mineral property and related assets located in Papua New Guinea as described in the Technical Report;

“ Laws ” means Canadian Securities Laws, U.S. Securities Laws, and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“ Liens ” means any mortgage, charge, pledge, hypothec, 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;

“ limited-use version ” has the meaning given to that term in NI 41-101;

“ Material Adverse Effect ” means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial

or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its Subsidiaries taken as a whole;

“ Material Agreements ” means, collectively, (i) the offtake agreement dated July 1, 2019 and identified as Contract Number 303-19-45318-P among K92 PNG and Trafigura Pte. Ltd.; and (ii) the memorandum of understanding dated August 21, 2003 between Bilimoia Landowners Association and Highlands Pacific Limited;

“ material change ” has the meaning given to that term in the Securities Act (Ontario);

“ material fact ” has the meaning given to that term in the Securities Act (Ontario);

“ misrepresentation ” has the meaning given to that term in the Securities Act (Ontario);

“ NI 41-101 ” means National Instrument 41-101 - General Prospectus Requirements ;

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects ;

“ NI 44-101 ” means National Instrument 44-101 - Short Form Prospectus Distributions

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations;

“ Offer Price ” has the meaning given to that term in the first paragraph of this Underwriting Agreement;

“ Offered Shares ” has the meaning given to that term in the third paragraph of this Underwriting Agreement;

“ Offering ” has the meaning given to that term in the third paragraph of this Underwriting Agreement;

“ Offering Documents ” means, collectively, the Prospectuses, any Supplementary Material, and each U.S. Placement Memorandum;

“ Offering Jurisdictions ” means the Qualifying Jurisdictions, the United States and any other jurisdiction permitted under this Underwriting Agreement;

“ Over-Allotment Option ” has the meaning given to that term in the second paragraph of this Underwriting Agreement;

“ Over-Allotment Shares ” has the meaning given to that term in the second paragraph of this Underwriting Agreement;

“ Passport Procedures ” means the procedures provided for under National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions among the securities commissions and other securities regulatory authorities in each of the provinces of Canada;

“ Person ” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

“ Preliminary Prospectus ” has the meaning given to that term in the fourth paragraph of this Underwriting Agreement and for greater certainty includes the documents incorporated by reference therein;

“ Prospectuses ” means collectively, the Preliminary Prospectus and the Final Prospectus;

“ Public Record ” means all information filed by or on behalf of the Corporation with the Securities Commissions via SEDAR in Canada since January 1, 2020, including without limitation, the Documents and any other information filed with any Securities Commission in Canada in compliance, or intended compliance, with Canadian Securities Laws;

“ Purchased Shares ” has the meaning given to that term in the first paragraph of this Underwriting Agreement;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A;

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

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

“ Securities Commissions ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

“ Selling Firms ” has the meaning given to that term in Section 10(1)(a);

“ Standard Listing Conditions ” has the meaning given to that term in Section 3(5)(c) of this Underwriting Agreement;

“ Subsidiaries ” means each of K92 BVI, K92 PNG and K92 Australia;

“ Supplementary Material ” means, collectively (a) any amendment or supplement to the Prospectuses; (b) any amendment or supplement to the U.S. Placement Memorandum; (c) any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Canadian Securities Laws relating to the qualification for distribution of the Offered Shares; or (d) any other document that is delivered or intended to be delivered to a purchaser of Offered Shares; including, for greater certainty, any marketing material and any standard term sheet approved by the Corporation in accordance with Section 2(3);

“ Technical Report ” means the “Independent Technical Report Mineral Resource Estimate Update Kora and Judd Gold Deposits, Kainantu Project, Papua New Guinea” submitted March 31, 2022 with an effective date of January 20, 2022;

“ Time of Closing ” means (a) 8:00 a.m. (Toronto time) on the Closing Date, or (ii) any other time on the Closing Date as may be agreed to by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters;

“ Transfer Agent ” means TSX Trust Company, at its principal office in the City of Vancouver, British Columbia;

“ Transaction Documents ” means, collectively, the Offering Documents and this Underwriting Agreement;

“ TSX ” means the Toronto Stock Exchange;

“ Underwriting Fee ” has the meaning given to that term in Section 13;

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

“ U.S. Affiliate ” means the U.S. registered broker-dealer affiliate of an Underwriter;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder;

“ U.S. Placement Memorandum ” means each U.S. private placement memorandum, in a form and substance acceptable to the Underwriters and the Corporation, which has attached thereto, a copy of the Preliminary Prospectus or the Final Prospectus, or any amendment or supplement thereto, delivered or to be delivered to offerees and purchasers of Offered Shares in the United States pursuant to the terms and conditions hereof;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder; and

“ U.S. Securities Laws ” means all applicable securities Laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and any applicable state securities Laws.

(2) Incorporation of Schedule . The Underwriters and the Corporation acknowledge that Schedule “A” attached hereto shall form part of this Underwriting Agreement.
(3) Headings, etc. The division of this Underwriting Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Underwriting Agreement. Unless something in the subject matter or context is inconsistent therewith,

references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Underwriting Agreement. The words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import, when used in this Underwriting Agreement, shall refer to this Underwriting Agreement as a whole and not to any particular provision of this Underwriting Agreement. Words defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Wherever the word “include,” “includes” or “including” is used in this Underwriting Agreement, it shall be deemed to be followed by the words “without limitation”. References herein to any Law shall be deemed to refer to such Law as amended, re-enacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. References herein to any contract, instrument or agreement mean such contract, instrument or agreement as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof.

(4) Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
(5) Information Relating to Underwriters . Where this Underwriting Agreement references information and statements relating solely to the Underwriters (and/or their U.S. Affiliates) and furnished by them specifically for use in the Offering Documents, or any part thereof, the statements set forth under the heading “ Plan of Distribution ” in the Preliminary Prospectus, Final Prospectus or any Supplementary Material, or that relate to over-allotment and stabilization activities that may be undertaken by the Underwriters, constitute the only such information and statements.

Section 2 Filing of the Prospectuses and Qualification for Distribution

(1) The Corporation shall prepare and, as soon as practicable, and in any event not later than 5:00 p.m. (Vancouver time) on June 17, 2022, file the Preliminary Prospectus under Canadian Securities Laws, and shall have subsequently obtained a decision document evidencing the receipt (and deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures).
(2) The Corporation shall prepare and, by June 27, 2022 (or such later date as may be agreed to in writing by the Corporation and the Co-Lead Underwriters), file the Final Prospectus under Canadian Securities Laws, and shall have subsequently obtained a receipt (or deemed receipt) therefor from the Securities Commission in each of the Qualifying Jurisdictions (under Passport Procedures), and shall have, by 5:00 p.m. (Vancouver time) on June 27, 2022, filed such other documents relating to the distribution in the Qualifying Jurisdictions of the Offered Shares, and shall have taken all other steps and proceedings that may be necessary to be taken by the Corporation in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters under the Canadian Securities Laws and to qualify the grant of the Over-Allotment Option.
(3) During the distribution of the Offered Shares:

(a) the Corporation shall prepare, in consultation with the Underwriters, any marketing materials (including any template version thereof) to be provided to potential investors in the Offered Shares, and approve in writing any such marketing materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;
(b) the Underwriters shall approve in writing any such marketing materials, as contemplated by the Canadian Securities Laws, prior to any marketing materials being provided to potential investors of Offered Shares and/or filed with the Securities Commissions; and
(c) the Corporation shall: (i) file any such marketing materials (or any template version thereof) with the Securities Commissions as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Shares; and (ii) remove or redact any comparables from any template version so filed, in compliance with NI 44-101, prior to filing such template version with the Securities Commissions (provided that a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions in compliance with NI 44-101 by the Corporation, and a copy thereof provided to the Underwriters as soon as practicable following the such filing).
(4) The Corporation and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Offered Shares, it will not provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than the Prospectuses, any Supplementary Material and the U.S. Placement Memorandum in accordance with this Underwriting Agreement, provided that: (a) any such materials that constitute marketing materials have been approved and filed in accordance with Section 2(3); and (b) any such materials that constitute standard term sheets have been approved in writing by the Corporation and the Underwriters and are provided in compliance with Canadian Securities Laws in each case only in the Qualifying Jurisdictions.
(5) Notwithstanding Section 2(3) and Section 2(4), following the approval and filing of a template version of marketing materials in accordance with Section 2(3), the Underwriters may provide a limited-use version of such template version to potential investors in the Offered Shares in accordance with Canadian Securities Laws.
(6) Until the earlier of the date on which: (i) the distribution of the Offered Shares is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 14, the Corporation will promptly take commercially reasonable steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares and the grant of the Over-

Allotment Option, or, in the event that the Offered Shares or the Over-Allotment Option, have, for any reason, ceased to so qualify, to so qualify again such securities, as applicable, for distribution in the Qualifying Jurisdictions.

Section 3 Delivery of Offering Documents and Related Matters

(1) The Corporation shall deliver without charge to the Underwriters, as soon as practicable and in any event within one (1) Business Day for deliveries within Toronto, Ontario and two (2) Business Days for deliveries outside of Toronto, Ontario of obtaining a receipt for the Preliminary Prospectus or the Final Prospectus (as the case may be), and thereafter from time to time during the distribution of the Offered Shares, in such cities in the Offering Jurisdictions as the Underwriters shall notify the Corporation, as many commercial copies of the Preliminary Prospectus, the Final Prospectus and each related U.S. Placement Memorandum, respectively, as the Underwriters may reasonably request for the purposes contemplated by the Applicable Securities Laws. The Corporation will similarly cause to be delivered to the Underwriters, in such cities in the Offering Jurisdictions as the Underwriters may reasonably request commercial copies of any Supplementary Material required or intended to be delivered to purchasers or prospective purchasers of the Offered Shares.
(2) Each delivery of the Prospectuses, each U.S. Placement Memorandum or any Supplementary Material will have constituted and will constitute the Corporation’s consent to the use of the Prospectuses, each U.S. Placement Memorandum and any Supplementary Material by the Underwriters, the U.S. Affiliates and the Selling Firms for the offer and sale of the Offered Shares in the Offering Jurisdictions in compliance with the provisions of this Underwriting Agreement and the Applicable Securities Laws.
(3) Each delivery of the Prospectuses and any Supplementary Material to the Underwriters by, or on behalf of, the Corporation will constitute the representation and warranty of the Corporation to the Underwriters that (except for information and statements relating to the Underwriters and furnished by them specifically for use in the Prospectuses and except for any information or statement in or incorporated by reference in the Preliminary Prospectus, Final Prospectus or any Supplementary Materials, as applicable, that has been superseded by any subsequent information or statement in or incorporated by reference in such Offering Document), at the respective times of delivery:
(a) the Prospectus being delivered and any Supplementary Material being delivered contains no misrepresentation;
(b) the Prospectus being delivered, and any Supplementary Material being delivered, constitutes full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares; and
(c) the Prospectus being delivered and the Supplementary Material being delivered complies in all material respects with the requirements of Canadian Securities Laws pursuant to which it was filed.

(4) Each delivery of the U.S. Placement Memorandum and any Supplementary Material to the Underwriters by the Corporation will constitute the representation and warranty of the Corporation to the Underwriters and the U.S. Affiliates that (except for information and statements relating solely to the Underwriters and the U.S. Affiliates and furnished by them specifically for use in the U.S. Placement Memorandum and except for any information or statement in or incorporated by reference in the U.S. Placement Memorandum or any Supplementary Materials, as applicable, that has been superseded by any subsequent information or statement in or incorporated by reference in such Offering Document) at the respective times of delivery, such U.S. Placement Memorandum or Supplementary Material being delivered does not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(5) The Corporation will also deliver to the Underwriters without charge contemporaneously with, or prior to the filing of the Final Prospectus:
(a) a copy of the Final Prospectus, manually signed on behalf of the Corporation by the Persons and in the form required by Canadian Securities Laws, including copies of any documents incorporated by reference therein which have not previously been delivered to the Underwriters (provided that any documents incorporated by reference therein which are publicly available on SEDAR shall be deemed to be delivered to the Underwriters);
(b) upon reasonable request by the Underwriters, a copy of any other document filed with, or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering;
(c) evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX of the Common Shares sold pursuant to the Offering, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX in similar circumstances (the “ Standard Listing Conditions ”); and
(d) a customary “long-form” comfort letter dated the date of the Final Prospectus in a form and substance acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and the Corporation, from the Auditors, and based on a review completed no more than two (2) Business Days prior to the date of the Final Prospectus, with respect to financial and accounting information relating to the Corporate Financial Information in the Final Prospectus or incorporated therein, which letter shall be in addition to the auditor’s consent contained in the Final Prospectus and any auditor’s comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws.
(6) Comfort letters and other documents substantially similar to those referred to in this section of this Underwriting Agreement will be delivered, as required, to the

Underwriters and the Corporation, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing or delivery of, any Supplementary Material.

Section 4 Material Changes During the Distribution of the Offered Shares

(1) The Corporation will promptly inform the Underwriters at first orally, and then in writing, during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:
(a) any material change (whether actual, anticipated, threatened, contemplated) in respect of the Corporation;
(b) any material fact (whether actual, anticipated, threatened, contemplated, or proposed) that has arisen or has been discovered that would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; and
(c) any change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the coming into existence of any new material fact;

in all cases which change or new material fact is, or could reasonably be expected to be, of such a nature as:

(d) to render any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or could result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;
(e) could result in any of the Offering Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or
(f) to constitute a Material Adverse Effect as it relates to the Corporation.
(2) The Corporation shall comply with Part 6 of NI 41-101, and the Corporation will prepare and will file or deliver promptly, any Supplementary Material, which, in the opinion of the Corporation and its counsel may be necessary, and will until the distribution of the Offered Shares is complete, otherwise comply with all applicable filing, delivery and other requirements under Canadian Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.

(3) The Corporation and the Underwriters acknowledge that if the Final Prospectus (prior to amendment), during the period from the date thereof to the later of: (a) the Closing Date; and (b) the date of the completion of the distribution of the Offered Shares, contains a misrepresentation, the Corporation will promptly prepare and file with the Securities Commission in the Qualifying Jurisdictions any amendment or supplement thereto which in the opinion of the Underwriters and the Corporation, acting reasonably, may be necessary or advisable to correct such misrepresentation.
(4) In addition, if, during the period from the date hereof to the later of: (a) the Closing Date; and (b) the date of the completion of the distribution of the Offered Shares, it shall be necessary to file or deliver any Supplementary Material to comply with any Applicable Securities Laws, the Corporation shall, in co-operation with the Underwriters, make any such filing and/or delivery as soon as reasonably possible.
(5) In addition to the provisions of Section 4(1) and Section 4(2), the Corporation will, in good faith, discuss with the Underwriters, any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1) and Section 4(2) that is of such a nature that there may be reasonable doubt as to whether written notice should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and substance of any Supplementary Material proposed to be filed or delivered by the Corporation, it being understood and agreed that no such Supplementary Material will be filed by the Corporation with any Securities Commission or delivered to any purchaser or prospective purchaser until the Underwriters and their legal counsel: (a) have been given a reasonable opportunity to review; and (b) approve such material, acting reasonably.

Section 5 Due Diligence

Prior to the Time of Closing, and, if applicable, prior to the filing or delivery of any Supplementary Material, the Underwriters, their legal counsel, and technical consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Corporation and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, acting reasonably, require in order to fulfil their obligations under Applicable Securities Laws, and in that regard, the Corporation will make available to the Underwriters, their legal counsel and technical consultants, on a timely basis, all corporate and operating records, material contracts, technical reports, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information as requested by the Underwriters necessary in order to complete the due diligence investigation of the Corporation, and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Time of Closing at which management of the Corporation, the Auditors, the legal counsel of the Corporation and representatives of the authors of the Technical Report, shall participate. It shall be a condition precedent to (a) the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and substance of the document, and (b) the delivery of each U.S.

Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied, acting reasonably, as to the form and substance of such document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Documents required to be executed by the Underwriters and filed in compliance with Canadian Securities Laws for the purpose of the Offering.

Section 6 Conditions of Closing

The Underwriters’ obligations under this Underwriting Agreement to purchase the Offered Shares or the Over-Allotment Shares, as the case may be, are conditional upon (which conditions may be waived by the Underwriters in their sole discretion) and subject to:

(1) Canadian Legal Opinion. The Underwriters receiving at the Time of Closing on the Closing Date, a favourable legal opinion from Gowling WLG (Canada) LLP, counsel to the Corporation, in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, as to certain corporate matters concerning the Corporation and as to the qualification of the Offered Shares for sale to the public in the Qualifying Jurisdictions, and may rely as to matters of fact on certificates of officers, public and exchange officials or of the Auditors or Transfer Agent.
(2) Opinion of Papua New Guinea Counsel for the Corporation . The Underwriters receiving at the Time of Closing on the Closing Date, a favourable legal opinion from the Corporation’s legal counsel in Papua New Guinea, in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, as to title to the Kainantu Project, and as to the corporate status, legal capacity and share ownership of K92 PNG.
(3) Opinion of British Virgin Island Counsel for the Corporation . The Underwriters receiving at the Time of Closing on the Closing Date, a favourable legal opinion dated the Closing Date from the Corporation’s legal counsel in the British Virgin Islands, in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, as to the corporate status, legal capacity and share ownership of K92 BVI;
(4) Opinion of United States Counsel for the Corporation. In the event of the offering and sale of Offered Shares in the United States pursuant to this Underwriting Agreement, including Schedule “A” hereto, the Underwriters shall have received an opinion from Troutman Pepper Hamilton Sanders LLP, the Corporation’s special U.S. counsel, in form and substance reasonably satisfactory to the Underwriters and their counsel and addressed to the Underwriters, to the effect that it is not necessary to register under the U.S. Securities Act the offer and sale of the Offered Shares (and the initial resale by the Underwriters of the Offered Shares) in the United States in the manner contemplated by this Underwriting Agreement, including Schedule “A” hereto, and the U.S. Placement Memorandum.
(5) Officer’s Certificate of the Corporation. The Underwriters having received at the Time of Closing on the Closing Date, a certificate dated such date signed by the Chief Executive Officer or Chief Financial Officer of the Corporation or another officer acceptable to the Underwriters in form and substance acceptable to the Underwriters with respect to:

(a) the constating documents of the Corporation;
(b) the resolutions of the directors of the Corporation relevant to the Offering, the allotment, issue (or reservation for issue) and sale of the Offered Shares, the grant of the Over-Allotment Option, the authorization of this Underwriting Agreement and the other agreements and transactions contemplated by this Underwriting Agreement; and
(c) the incumbency and signatures of signing officers of the Corporation.
(6) Certificate of Transfer Agent and Registrar. The Corporation having delivered to the Underwriters a certificate of the Transfer Agent, which certifies the number of Common Shares issued and outstanding on the day prior to the Closing Date.
(7) Certificate of Status. The Underwriters having received at the Time of Closing on the Closing Date, a certificate of status and/or compliance (or the equivalent), for the Corporation, dated no earlier than the date prior to the Closing Date.
(8) Bring Down Comfort Letter. The Underwriters having received a “bring down” comfort letter dated the Closing Date from the Auditors, in form and substance satisfactory to the Co-Lead Underwriters, on behalf of the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 3(5)(d).
(9) Closing Certificate of the Corporation . The Corporation having delivered to the Underwriters, at the Time of Closing, a certificate dated the date on which such Time of Closing occurs, addressed to the Underwriters and signed by the Chief Executive Officer or Chief Financial Officer of the Corporation, certifying for and on behalf of the Corporation, and not in their personal capacity, after having made due inquiries, with respect to the following matters:
(a) the Corporation having complied with all the covenants, in all material respects, and satisfied all the terms and conditions of this Underwriting Agreement on its part to be complied with and satisfied at or prior to such Time of Closing;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or any of the Corporation’s issued securities having been issued, and no proceeding for such purpose, to the knowledge of such officers, being pending or threatened;
(c) subsequent to the date of this Underwriting Agreement, there having not occurred a material change, or any change or development that could reasonably be expected to result in a Material Adverse Effect in respect of the Corporation, or the coming into existence or discovery of a new material fact, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be;

(d) subsequent to the date of this Underwriting Agreement, no material change relating to the Corporation having occurred since the date of this Underwriting Agreement other than as disclosed in the Final Prospectus or in any Supplementary Material; and
(e) the representations and warranties of the Corporation contained in this Underwriting Agreement, any Ancillary Documents and in any certificates of the Corporation delivered pursuant to or in connection with this Underwriting Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at such Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Underwriting Agreement.
(10) Lock-Up Agreements . The Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters, acting reasonably, as required pursuant to Section 9(f) of this Underwriting Agreement.
(11) No Termination. The Underwriters not having exercised any rights of termination set forth in Section 14.
(12) No Cease Trade Order. At the Time of Closing, the Corporation not being the subject of a cease trading order made by any Securities Commission or other Governmental Authority which has not been rescinded.
(13) Representations and Warranties. At the Time of Closing, the representations and warranties of the Corporation contained in this Underwriting Agreement, any Ancillary Documents and in any certificates of the Corporation delivered pursuant to or in connection with this Underwriting Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Underwriting Agreement, and the Corporation having complied with all terms and conditions of this Underwriting Agreement to be complied with by the Corporation at or prior to the Time of Closing.
(14) Other Documentation. The Underwriters having received at the Time of Closing such further certificates and other documentation from the Corporation as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate or document within a reasonable

period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate or document.

Section 7 Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, as of the date hereof, and acknowledges that the Underwriters are relying upon such representations and warranties, that:

(a) since January 1, 2020, the Corporation has been and is in material compliance with its timely disclosure obligations under Canadian Securities Laws and the rules and regulations of the TSX; no confidential material change report has been filed by the Corporation under Canadian Securities Laws that remains confidential at the date of this Agreement; the Corporation has not completed a “significant acquisition”, which would require the Corporation to file a business acquisition report under Canadian Securities Laws; all of the material contracts and agreements of the Corporation and its Subsidiaries not made in the ordinary course of business, if required under the Canadian Securities Laws, have been, or will be prior to filing the Final Prospectus, filed with the applicable Securities Commissions in Canada;
(b) other than as disclosed in the Public Record, since January 1, 2020 (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries, taken as a whole, (ii) there have been no transactions entered into by the Corporation or any of its Subsidiaries which are material with respect to the Corporation and its Subsidiaries, taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares;
(c) the Corporation and each Subsidiary has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(d) the Corporation does not have any subsidiaries (as such term is defined under Canadian Securities Laws) other than the Subsidiaries; K92 Australia (i) other than services it provides to K92 PNG, has no current operations and activities; (ii) has no material assets or liabilities; and (iii) none of the Corporation or the other Subsidiaries has guaranteed, or is otherwise responsible for, the obligations of K92 Australia;
(e) the Corporation has the requisite corporate power, authority and capacity to enter into the Transaction Documents and to perform its obligations under the Transaction Documents, and the Corporation and each of its Subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its

property and assets and to carry on its business as currently carried on or as proposed to be carried on;

(f) the Corporation’s authorized share structure consists of an unlimited number of Common Shares of which 226,850,937 Common Shares are issued and outstanding as of the date of this Agreement;
(g) as of the date hereof, an aggregate of 10,886,989 Common Shares have been allotted and reserved for issuance upon exercise of previously issued options, warrants and other convertible securities, as set out in Schedule “B”. Except as set out in Schedule “B”, and except for the issuance of Offered Shares, no person, firm or corporation has any agreement or option, or right or privilege (whether preemptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation;
(h) all of the issued and outstanding securities of the Corporation have been duly and validly created, authorized and issued, as the case may be, and, in the case of shares, are fully paid and non-assessable shares of the Corporation, and none of the outstanding securities of the Corporation were issued in violation of the preemptive or similar rights of any securityholder of the Corporation;
(i) the Corporation is the beneficial owner and holder of record of all of the issued and outstanding shares in the capital of K92 BVI, with good and valid title to all such shares, free and clear of all Liens and encumbrances;
(j) K92 BVI is (i) the beneficial owner and holder of record of all of the issued and outstanding shares in the capital of K92 PNG with good and valid title to all such shares, free and clear of all other Liens and encumbrances; (ii) the beneficial owner and holder of record of all of the issued and outstanding shares in the capital of K92 Australia, with good and valid title to all such shares, free and clear of all Liens and encumbrances;
(k) K92 PNG is the corporation resulting from the amalgamation of K92 Holdings (PNG) Ltd. and Barrick (Kainantu) Limited;
(l) the Corporation has full corporate power and authority to issue the Offered Shares;
(m) at the Closing Time, the Offered Shares shall be duly authorized and validly issued as fully paid and non-assessable Common Shares of the Corporation;
(n) the form of certificate representing the Common Shares has been approved by the Corporation’s Board of Directors and adopted by the Corporation and complies with all legal and stock exchange requirements and does not conflict with the Corporation’s constating documents;

(o) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, the Transaction Documents and the performance of any of the transactions contemplated by the Transaction Documents by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws or any term or provision of the notice of articles, articles or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound (including without limitation the Material Agreements), or any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(p) the Transaction Documents and the performance of the Corporation’s obligations under the Transaction Documents have been, or will be at the Closing Time, duly authorized by all necessary corporate action and the Transaction Documents have been, or will be at the Closing Time, duly executed and delivered by the Corporation and constitute, or will constitute at the Closing Time, legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;
(q) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under the Transaction Documents, except as required by Applicable Securities Laws with regard to the offer and sale of the Offered Shares, if any, in the Selling Jurisdictions;
(r) the Corporation is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect;
(s) the Financial Statements have been prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods involved, contain no misrepresentations and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation on a consolidated basis as at the respective dates of such Financial Statements;
(t) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified under Canadian Securities Laws and to ensure that information required to be disclosed by the Corporation under Canadian Securities Laws is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;

(u) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Corporation or its Subsidiaries will continue after the Closing to be engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its Subsidiaries, except as disclosed in the Documents or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its Subsidiaries as described in the Documents;
(v) neither the Corporation nor any of its Subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Documents, or (ii) as incurred in the ordinary course of business by the Corporation or its Subsidiaries, as the case may be;
(w) except as disclosed in the Public Record, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments;
(x) PricewaterhouseCoopers LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in British Columbia and there has not been any reportable event (within the meaning of National Instrument 51 102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or any other prior auditor of the Corporation or any of its Subsidiaries;

(y) except as disclosed in the Public Record, all tax returns required to be filed by the Corporation and its Subsidiaries on or prior to the date of this Agreement have been filed and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid and neither the Corporation nor any of its Subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment of taxes; there is no tax deficiency which has been asserted against the Corporation or any of its Subsidiaries and all material tax liabilities are adequately provided for in accordance with Canadian generally accepted accounting principles within the Financial Statements of the Corporation for all periods up to date of latest audited balance sheet; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation;
(z) the Corporation and each of the Subsidiaries has conducted and is conducting its business in compliance, in all material respects, with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and neither the Corporation nor any of the Subsidiaries has received any notice of any alleged violation of any such laws, rules and regulations;
(aa) the Corporation and each of the Subsidiaries possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “ Governmental Licences ”) necessary to conduct the business now operated by them and all such Governmental Licences are valid and existing and in good standing; each of the Corporation and its Subsidiaries is in compliance, in all material respects, with the terms and conditions of all such Governmental Licences;
(bb) (i) neither the Corporation nor any Subsidiary is in material violation of any applicable federal, state, provincial, municipal or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, “ Environmental Laws ”), including without limitation laws relating to the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“ Hazardous Substances ”); (ii) the Corporation and the Subsidiaries have obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the businesses carried on by the Corporation and the Subsidiaries (including without limitation the Kainantu Project) and each Environmental Permit is to the knowledge of the Corporation valid, subsisting and in material good standing and to the knowledge of the Corporation neither the Corporation nor any Subsidiary is in default or breach of any Environmental

Permit which would have a Material Adverse Effect, and no proceeding is pending or, to the knowledge of the Corporation or the Subsidiaries, threatened, to revoke or limit any Environmental Permit; (iii) neither the Corporation nor any Subsidiary has used, except in material compliance with all Environmental Laws and Environmental Permits, and other than as may be incidental to mineral resource exploration, development, mining, recovery, processing or milling, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (iv) neither the Corporation nor any Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law that would have a Material Adverse Effect; (v) to the knowledge of the Corporation there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Subsidiaries, nor has the Corporation or any Subsidiary received notice of any of the same; (vi) neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that the Corporation or the Subsidiary is potentially responsible for a federal, provincial, territorial, state, municipal or local clean-up site or corrective action under any Environmental Laws; and (vii) neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, provincial, territorial, state, municipal or local inquiries as to disposal sites;
(cc) (i) the Corporation and each of the Subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any employee of the Corporation or any Subsidiary and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or any Subsidiary and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or any Subsidiary and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation or Subsidiary’s facilities and none is currently being negotiated by the Corporation or any Subsidiary;
(dd) the Material Agreements are in full force and effect, unamended, as of the date hereof; none of the Corporation or the Subsidiaries is in breach or default of, or and has received notice of any alleged breach or default, of any of the Material Agreements, and the Corporation is not aware of any of the counterparties to the

Material Agreements being in breach or default of any of the Material Agreements; without limiting the generality of the foregoing;

(ee) no existing supplier, customer or contractor of the Corporation or any Subsidiary has indicated that it intends to terminate its relationship with the Corporation or that it will be unable to meet the Corporation’s (or the Subsidiary’s) supply, sales or contracting requirements;
(ff) neither the Corporation nor any Subsidiary is in default or breach, in any material respect, of any real property lease, and neither the Corporation nor any Subsidiary has received any notice or other communication from the owner or manager of any real property leased by the Corporation or any Subsidiary that the Corporation or such Subsidiary is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;
(gg) the Corporation maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets and all such policies of insurance will at the Closing continue to be in full force and effect; and neither the Corporation nor any of its Subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy;
(hh) the Corporation and each of the Subsidiaries has good and marketable title to all of its assets and property and no person has any contract or any right or privilege capable of becoming a right to purchase any real or personal property from the Corporation or any Subsidiary;
(ii) the Corporation does not have any loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation that are currently outstanding;
(jj) no officer, director, employee or any other person not dealing at arm’s length with the Corporation or, to the knowledge of the Corporation, any associate or affiliate of any such person, owns, has or is entitled to any royalty, net profits interest, carried interest or any other encumbrances or claims of any nature whatsoever which are based on production from the Corporation’s properties or assets or any revenue or rights attributed to the Corporation’s properties or assets;
(kk) to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation held by the insider;
(ll) none of the Corporation nor any Subsidiary has outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Corporation and its Subsidiaries taken as a whole;

(mm) other than as provided for pursuant to the Material Agreements, as applicable, K92 PNG holds freehold title, mining leases, exploration licences, mining claims, mining concessions or other conventional proprietary interests or rights recognized in Papua New Guinea, in respect of the ore bodies and minerals described in the Technical Report under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, mining concessions, permits, or other recognized and enforceable instruments and documents, sufficient to permit K92 PNG to explore for, extract, exploit, remove, process or refine the minerals relating thereto. In addition, K92 PNG has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting K92 PNG the rights and ability to explore for, mine, extract, remove or process the minerals derived from the Kainantu Project, with only such exceptions as are described in the Documents. Each of the aforementioned interests and rights is currently in good standing;
(nn) the minute books and corporate records of the Corporation and each Subsidiary made available to Underwriters’ Counsel in connection with the Underwriters’ due diligence investigations are the original minute books and records or true and complete copies of the original minute books and contain copies of all proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of such entities, as applicable;
(oo) to the knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation’s securities to cease or preventing the offer and sale of the Offered Shares in any Selling Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;
(pp) TSX Trust Company, at its principal office in the City of Vancouver, has been duly appointed as registrar and transfer agent for the Common Shares;
(qq) other than as contemplated by this Agreement, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the sale of the Offered Shares;
(rr) except for the Material Agreements, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or its Subsidiaries or the operations or affairs of the Corporation or its Subsidiaries;

(ss) the Corporation is a reporting issuer in British Columbia, Alberta and Ontario, and is not in default of any requirement under Applicable Securities Laws;
(tt) the information and statements set forth in the Public Record were true, correct and complete in all material respects and did not contain any misrepresentation as of the date of such information or statements;
(uu) to the knowledge of the Corporation (i) neither the Corporation nor any of its Subsidiaries, or any of their respective directors, officers, agents or employees, in each case acting on behalf of the Corporation or its Subsidiaries, has taken any action, directly or indirectly, that could result in a violation by such persons of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, as amended, or Title 18 United States Code Section 1956 and 1957 (US) or the Bribery Act 2010 (UK) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation or its Subsidiaries and their respective operations (in this subsection, collectively, the “ Acts ”), including without limitation, making (A) any contribution, payment or gift of funds or property of the Corporation or its Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction, or (B) any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Acts; the Corporation and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with the Acts; and (ii) the operations of the Corporation and its Subsidiaries are and have been conducted at all times in compliance with the Acts and no suit, action or proceeding by or before any governmental authority or any arbitrator involving the Corporation or its Subsidiaries with respect to the Acts is in progress, pending or threatened; and
(vv) the Technical Report accurately and completely sets forth all material facts relating to the Kainantu Project as at the date of such report.

Section 8 Representations and Warranties of the Underwriters

(1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; and

(b) it has all requisite corporate power and authority to enter into this Underwriting Agreement and to carry out the transactions contemplated under this Underwriting Agreement on the terms and conditions set forth herein.
(2) Each Underwriter makes the representations, warranties and covenants applicable to it in Schedule “A” hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form a part of this Underwriting Agreement.
(3) The representations and warranties of each of the Underwriters contained in this Underwriting Agreement shall be true at the Time of Closing as though they were made at the Time of Closing and shall survive the execution of this Underwriting Agreement until the completion of the distribution of the Offered Shares.

Section 9 Additional Covenants of the Corporation

In addition to any other covenant of the Corporation set forth in this Underwriting Agreement, the Corporation covenants with the Underwriters that:

(a) Stock Exchange Listings. Prior to the filing of the Final Prospectus with the Securities Commissions, the Corporation will file or cause to be filed with the TSX all necessary documents and will take commercially reasonable steps to ensure that the Offered Shares have been approved (or conditionally approved) for listing and for trading on the TSX, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter use its commercially reasonable efforts to fulfill the Standard Listing Conditions, if any, within the time period prescribed by the TSX.
(b) Other Filings . The Corporation will make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Underwriting Agreement.
(c) Press Releases. Subject to compliance with applicable Law or policies of the TSX, any press release of the Corporation relating to the Offering will be provided in advance to the Underwriters, and the Corporation will use its commercially reasonable efforts to agree to the form and substance thereof with the Underwriters, each acting reasonably, prior to the release thereof. Each such press release will contain an appropriate legend concerning United States sales on each page of any press release, stating substantially as follows: “Not for distribution to United States newswire services or dissemination in the United States”, and at the end of the release, “The securities 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 U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer

to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.”

(d) Use of Proceeds. The Corporation confirms its intention as of the date hereof to use the net proceeds from the purchase and sale of the Offered Shares in accordance with the description which will be set forth under the heading “ Use of Proceeds ” in the Final Prospectus.
(e) Blackout Period. The Corporation agrees not to, without the prior written consent of Co-Lead Underwriters, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed, issue any Common Shares or securities convertible into or having the right to acquire Common Shares, or disclose to the public any intention to do so, for a period commencing on the date hereof and ending 90 days following the Closing Date, other than (i) pursuant to the Offering; (ii) the issuance of non-convertible debt securities; (iii) upon the exercise of convertible securities, options or warrants of the Corporation outstanding as of the date hereof; (iv) pursuant to the Corporation’s share compensation plan or any other share compensation arrangement of the Corporation; (v) pursuant to any acquisition of shares or assets of arm’s length persons; or (vi) in connection with any strategic transactions, investments or supply agreements between the Corporation and a third party, including any stock options that may be issued to any arm’s length persons in connection with such strategic transactions, investments, or supply agreements.
(f) Lock-Up Agreements . The Corporation will use commercially reasonable efforts to cause its officers and directors of the Corporation to enter into agreements to be executed concurrently with the closing of the Offering, that for a period of 90 days from the Closing Date, each will not offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares of the Corporation, whether such transaction is settled by the delivery of Common Shares of the Corporation, other securities, cash or otherwise unless (a) they first obtain the written consent of CoLead Underwriters, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed, or (b) there occurs a take-over bid or similar transaction made generally to all shareholders of the Corporation.

Section 10 Covenants of the Underwriters

(1) The Underwriters hereby covenant and agree with the Corporation the following:
(a) Offering Jurisdictions and Offer Price. During the period of distribution of the Offered Shares by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will instruct any Selling Firm to offer and

sell, Offered Shares to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold directly and through other duly registered investments dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “ Selling Firms ”), upon the terms and conditions set forth in the Final Prospectus and in this Underwriting Agreement. The Underwriters, through one or more of their U.S. Affiliates, may also offer and sell the Offered Shares in the United States in accordance with Schedule “A” hereto. For the purposes of this Section 10(1)(a), the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt (or deemed receipt) has been obtained under Passport Procedures for the Final Prospectus from the applicable Securities Commission following the filing of the Final Prospectus.

(b) Compliance with Applicable Securities Laws. The Underwriters shall comply, and shall instruct any Selling Firm to comply, with the Applicable Securities Laws in all material respects in connection with the offer to sell and distribution of the Offered Shares and shall not, and shall instruct any Selling Firm to not, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Documents so as to require registration of the Offered Shares or filing of a prospectus or registration statement with respect to the Offered Shares or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States and the Underwriters shall not, and shall instruct any Selling Firm to not, make any representations or warranties with respect to the Corporation or the Offered Shares, other than as set forth in the Offering Documents. The Underwriters will comply (and ensure that their respective U.S. Affiliates and instruct any Selling Firm to comply) in all material respects with the obligations applicable to them set out in Schedule “A” to this Underwriting Agreement.
(c) Completion of Distribution. The Underwriters will use their commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Time of Closing and will notify the Corporation when, in the Underwriters’ opinion, the Underwriters have ceased the distribution of the Offered Shares, and, within 30 days after completion of the distribution, will provide the Corporation as soon as possible, in writing, with a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.
(2) Liability on Default. No Underwriter shall be liable to the Corporation under this Section 10 with respect to any act, omission or default by any of the other Underwriters, any Selling Firm appointed by any other Underwriter or another Underwriter’s U.S. Affiliate, as the case may be, or for any default resulting from the Corporation’s failure to comply with

Applicable Securities Laws (provided such default was not caused by such Underwriter or its U.S. Affiliate).

(3) Confidentiality. The Underwriters acknowledge that all information provided to them by the Corporation pursuant to or in connection with the Offering is confidential and that such information shall not be used other than in furtherance of the purposes of the Offering, provided that this confidentiality obligation shall not apply to information now in the public domain, information which may subsequently become public (other than through breach by the Underwriters of their respective obligations hereunder), information disclosed to the Underwriters by third parties in respect of which such third parties are not under an obligation of confidentiality to the Corporation or information which is required by law or the policies of any regulatory authority having jurisdiction over the Underwriters to be disclosed. The Underwriters and their respective representatives, including professional consultants, shall be made aware of and be bound by this provision.

Section 11 Closing

(1) Location of Closing. The purchase and sale of the Purchased Shares will be completed electronically at the Time of Closing on the Closing Date or at such other place as the CoLead Underwriters, on behalf of the Underwriters, and the Corporation may agree.
(2) Certificates. At the Time of Closing on the Closing Date, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing the Purchased Shares against payment of the Offer Price set out in this Underwriting Agreement by wire transfer on the Closing Date payable to the Corporation or if requested, utilize the non-certificated inventory system of CDS Clearing and Depository Service Inc. (the “ NCI System ”). The Corporation will, at the Time of Closing on the Closing Date and upon such payment of the aggregate Offer Price to the Corporation, make payment in full of the Underwriting Fee which shall be made by the Corporation directing the Underwriters to withhold the Underwriting Fee from the payment of the aggregate Offer Price. Certificates (or electronic evidence of non-certificated issuance) representing the Purchased Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to each Closing Date. For the avoidance of doubt, the Corporation and the Underwriters agree that any Purchased Shares purchased by Accredited Investors in reliance on Rule 506(b) of Regulation D shall be delivered to the Underwriters in certificated form in the name of such purchaser.

Section 12 Closing of the Over-Allotment Option

(1) Written Notice of Exercise. The Over-Allotment Option may be exercised for a period of 30 days from and including the Closing Date. Co-Lead Underwriters, on behalf of the Underwriters, shall provide written notice to the Corporation of its election to exercise the Over-Allotment Option, which notice will set forth: (i) the aggregate number of Over-Allotment Shares to be purchased; and (ii) the closing date for the Over-Allotment Shares, provided that such closing date shall not be less than two Business Days and no

more than seven Business Days following the date of such notice, and in any event not later than the 30th day following the Closing Date.

(2) Closing . The purchase and sale of the Over-Allotment Shares, if required, shall be completed at such time and place as the Co-Lead Underwriters, on behalf of the Underwriters, and the Corporation may agree, and in accordance with Section 11 above.
(3) Securities . At the closing of the Over-Allotment Option, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriters the Over-Allotment Shares, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Corporation by the Underwriters of the aggregate Offer Price for the Over-Allotment Shares being issued and sold by wire transfer or certified cheque, net of the Underwriting Fee and any expenses of the Underwriters payable by the Corporation as set out in this Underwriting Agreement.
(4) Deliveries . The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries) shall apply mutatis mutandis to the issuance of any Over-Allotment Shares pursuant to any exercise of the Over-Allotment Option.
(5) Adjustments . In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Offer Price and to the number of Over-Allotment Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Section 13 Compensation of the Underwriters

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Corporation shall pay to the Underwriters a cash fee (the “ Underwriting Fee ”), at the applicable Time of Closing, equal to 5.00% of the aggregate gross proceeds received from the sale of the Offered Shares, including on any exercise of the Over-Allotment Option.

Section 14 Termination Rights

(1) The Corporation shall use its best efforts to cause all conditions in this Underwriting Agreement which relate to it to be satisfied. It is understood that any Underwriter may waive in whole or in part, or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any subsequent breach, provided that to be binding on an Underwriter any such waiver or extension must be in writing and executed by such Underwriter.
(2) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Underwriting

Agreement by the Corporation, any Underwriter shall be entitled, at such Underwriter’s option, to terminate and cancel, without any liability on such Underwriter’s part, such Underwriter’s obligations under this Underwriting Agreement to purchase the Purchased Shares if, at or at any time prior to the applicable Time of Closing:

(a) there shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, in each case which, in the reasonable opinion of any of the Underwriters, has or would be expected to result in, a Material Adverse Effect and has materially and adversely affected the market price or value of the Common Shares;
(b) (i) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or a new or change in any Law or regulation which in the sole opinion of any of the Underwriters, acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole or the market price or value of the Common Shares, (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation where wrong-doing is alleged or any order is made by any Governmental Authority including without limitation, the TSX or a Securities Commission, which involves a finding of wrong-doing, (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made or threatened by a Securities Commission or other securities regulatory authority;
(c) the Corporation is in breach of any material term, condition or covenant of the Underwriting Agreement or any material representation or warranty given by the Corporation in the Underwriting Agreement becomes or is false; or
(d) any inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened or any order made by any Governmental Authority including, without limitation, the TSX or any Securities Commission or other securities regulatory authority or any Law or regulation is enacted or changed which in the opinion of any of the Underwriters, acting reasonably, operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation or materially and adversely affects or will materially and adversely affect the market price or value of the Common Shares or any other securities of the Corporation.
(3) The rights of termination contained in this section may be exercised by any Underwriter giving written notice thereof to the Corporation and the other Underwriters at any time

prior to the applicable Time of Closing and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or noncompliance by the Corporation in respect of any of the matters contemplated by this Underwriting Agreement or otherwise. In the event of any such termination, there shall be no further liability or obligation on the part of such Underwriter to the Corporation or on the part of the Corporation to the Underwriter except in respect of any liability or obligation under any of Section 15, Section 16 and Section 17, which will remain in full force and effect.

Section 15 Indemnity

(1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Underwriters and their respective U.S. Affiliates, and each of their respective directors, officers, employees, partners, shareholders and agents who controls any Underwriter or its U.S. Affiliate within the meaning of Section 15 of the U.S. Securities Act (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” ) from and against all losses (other than loss of profits), claims, suits, liabilities, costs, damages, or expenses caused or incurred, whether directly or indirectly, in any way caused by, or in consequence of:
(a) any of the Offering Documents, or any certificate of the Corporation delivered hereunder, containing a misrepresentation (as defined herein) or any misstatement of a material fact or any omission or alleged omission to state in the Offering Documents any material fact (except for any information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) required to be stated in the Offering Documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;
(b) any failure of the Prospectuses or any Supplementary Material to contain full, true and plain disclosure of all material facts as required by Canadian Securities Laws (except for any information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents);
(c) any order made, or inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or other applicable Governmental Authority based upon any misrepresentation, untrue statement or omission or any alleged misrepresentation, untrue statement or omission in the Offering Documents (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in such documents) that prevents or restricts the trading in any of the Corporation’s securities or the offer and sale of any of the Offered Shares in any of the Offering Jurisdictions;
(d) the Corporation not complying with any applicable Law or stock exchange requirements in connection with the transactions herein contemplated (except for any non-compliance relating solely to the Underwriters) including the Corporation’s non-compliance or alleged non-compliance with any statutory

requirement to make any document available for inspection or to file or deliver any such document with or to a securities regulatory authority; or

(e) any breach of a representation or warranty of the Corporation contained in this Underwriting Agreement or in any certificate of the Corporation (including any officer certificate) delivered pursuant to this Underwriting Agreement or in any other document of the Corporation delivered pursuant to the Underwriting Agreement or pursuant to the failure of the Corporation to comply with any of its obligations hereunder.
(2) If any Indemnified Party receives notice of any formal proceeding commenced against it in a court of competent jurisdiction in respect of which indemnification is or might reasonably be considered to be provided under any of Section 15(1), such Indemnified Party will notify the Corporation (the “ Indemnifier ”) as soon as possible of the nature of such claim (provided that the omission to so notify the Indemnifier will not relieve the Indemnifier of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Indemnifier is materially prejudiced by such omission) and the Indemnifier shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Indemnifier or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld.
(3) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and expenses of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the Indemnifier fails to assume the defence of such suit on behalf of the Indemnified Party within ten (10) days of receiving notice of such suit or having assumed such defense, fails to pursue it or has failed to engage counsel promptly or who is reasonably acceptable to the Indemnified Party; (b) the employment of such counsel has been authorized by the Indemnifier; or (c) the named parties to any such suit (including any added or third parties) include both the Indemnified Party and the Indemnifier, and the Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifier or the Indemnified Party is advised by counsel that there is an actual or potential conflict between the interests of the Indemnified Party and the Indemnifier (in each of which cases the Indemnifier shall not have the right to assume the defence of such suit on behalf of the Indemnified Party), in any of which circumstances the Indemnified Party shall be required to keep the Indemnifier apprised of the developments of the claim, including providing copies of any material documents related thereto to the Indemnifier, and the Indemnifier shall be liable to pay the reasonable fees and expenses of the counsel for the Indemnified Party and, in addition, of local counsel in each applicable jurisdiction.
(4) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Underwriters shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party.

(5) The Indemnifier hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Underwriters or any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Indemnifier’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims.
(6) Except as contemplated in this section, no Indemnifier shall be liable under this section for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.
(7) Notwithstanding anything to the contrary contained herein, the foregoing indemnity shall cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that any losses, claims, suits, liabilities, costs, damages, or expenses to which the Indemnified Party may be subject were caused by the fraud, gross negligence, wilful misconduct, or fraudulent misrepresentation of the Indemnified Party; provided that for greater certainty, the foregoing shall not disentitle an Underwriter from indemnification hereunder to the extent that gross negligence, if any, relates to the Underwriter’s failure to conduct adequate due diligence.

Section 16 Contribution

In the event that the indemnity provided for in Section 15 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Underwriters and the Indemnifier shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided for above in such proportions as is appropriate to reflect the relative benefits received by the Corporation on the one hand and the Underwriters on the other hand from the distribution of the Offered Shares as well as the relative fault of the Corporation on the one hand and the Underwriters on the other hand in connection with the claim or claims which resulted in such claims, expenses, costs, damages, liabilities or losses, as well as any other equitable considerations determined by a court of competent jurisdiction, provided that, in no event, shall an Underwriter be responsible for any amount in excess of the portion of the Underwriting Fee actually received by such Underwriter. In the event that the Indemnifier, or any of them may be held to be entitled to contribution from the Underwriters under the provisions of any statute or law, the Indemnifier shall be limited to contribution in an amount not exceeding the lesser of: (a) the portion of the full amount of losses, claims, costs, damages, expenses, and liabilities giving rise to such contribution for which such Underwriter is responsible; and (b) the amount of the Underwriting Fee actually received by any Underwriter. Notwithstanding the foregoing, a Person guilty of fraud, gross negligence, wilful misconduct, or fraudulent misrepresentation shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall

be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.

Section 17 Expenses

Whether or not the purchase and sale of the Offered Shares shall be completed, the Corporation shall pay all reasonable fees and expenses in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares and the filing of the Prospectus; (ii) all costs incurred in connection with the preparation of all other documentation relating to the Offering; (iii) fees and expenses of the Corporation’s legal counsel; (iv) all reasonable out-of-pocket expenses incurred by the Underwriters in connection with the Offering including in connection with completion of due diligence; and (v) the reasonable fees of legal counsel for the Underwriters (up to a maximum of $100,000 (plus applicable taxes and disbursements)). At the option of the Co-Lead Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation on the Closing Date.

Section 18 Liability of the Underwriters

(1) The obligation of the Underwriters to purchase the Purchased Shares at the Time of Closing shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Purchased Shares to be purchased at any such time:

Clarus Securities Inc.(1)(2)	27.05%
Cormark Securities Inc.(1)(2)	27.05%
National Bank Financial Inc.	7.40%
Stifel Nicolaus Canada Inc.	7.40%
BMO Capital Markets	7.00%
Scotia Capital Inc.	7.00%
Desjardins Securities Inc.	2.90%
Eight Capital	2.90%
PI Financial Corp.	2.90%
Raymond James Ltd.	2.90%
Haywood Securities Inc.	2.75%
TD Securities Inc.	2.75%
(1) Co-Lead Underwriters.

(2) 5% step-up to be split 50/50 between Co-Lead Underwriters.

(3) If one of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Purchased Shares at the Time of Closing, the other Underwriters shall have the right, but shall not be obligated, to purchase, all but not less than all, of the applicable Purchased Shares which would otherwise have been purchased by the Underwriter that failed to purchase. If, with respect to any such securities, any non-defaulting Underwriter elects not to exercise such right so as to assume the entire obligation of the defaulting Underwriter (the Offered Shares in respect of which the defaulting Underwriter(s) fail to purchase and the non-defaulting Underwriters do not elect to purchase being hereinafter called the “ Defaulted Shares ”) and the number of Defaulted Shares exceeds 5% of the

number of Purchased Shares to be purchased hereunder, then (a) each Underwriter shall have the several right to terminate its obligation hereunder to purchase the Offered Shares required to be purchased by it and without any liability to the Corporation, and (b) the Corporation shall have the right to either (i) proceed with the sale of the applicable Offered Shares (less the Defaulted Shares) to the non-defaulting Underwriters (other than those Underwriters who terminated under (a) above), or (ii) terminate its respective obligations hereunder without liability to the non-defaulting Underwriters except under Section 15, Section 16, and Section 17.

Section 19 Governing Law and Venue

This Underwriting Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, with respect to any dispute related to this Underwriting Agreement.

Section 20 Survival of Warranties, Representations, Covenants and Agreements

Except as expressly provided for in this Underwriting Agreement, all warranties, representations, covenants and agreements of the Corporation herein contained, or contained in documents submitted or required to be submitted pursuant to this Underwriting Agreement, shall survive the purchase by the Underwriters of the Offered Shares and shall continue in full force and effect regardless of the closing of the sale of the Offered Shares, for a period of two years following the Closing Date. Without limitation of the foregoing, the provisions contained in this Underwriting Agreement in any way related to the indemnification, contribution or confidentiality obligations shall survive and continue in full force and effect, indefinitely, subject only to the limitation requirements of applicable Law.

Section 21 No Fiduciary Relationship

The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Offered Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Offered Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Offered Shares, do not constitute advice or recommendations to the Corporation. The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged

breach of any fiduciary or similar duty to the Corporation in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

Section 22 Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, mailed or by electronic mail, delivered to such other party as follows:

(a) to the Corporation at:

K92 Mining Inc. 1090 West Georgia Street, Suite 488 Vancouver, British Columbia V6E 3V7

Attention: John Lewins Email: [email protected]

with a copy (which shall not constitute notice) to:

Gowling WLG (Canada) LLP 550 Burrard Street, Suite 2300 Vancouver, British Columbia V6C 2B5

Attention: Cyndi Laval Email: [email protected]

(b) to Clarus, on behalf of the Underwriters, at:

Exchange Tower 130 King Street West, Suite 3640 Toronto, Ontario M5X 1A9

Attention: Robert Orviss Email: [email protected]

to Cormark Securities Inc., on behalf of the Underwriters, at:

Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, Ontario M5J 2J2

Attention: Darren Wallace Email: [email protected]

with a copy (which shall not constitute notice) to:

Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide St. West Toronto, Ontario M5H 4E3

Attention: Andrew Powers Email: [email protected]

or at such other address as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when delivered or, if sent by electronic mail prior to 5:00 p.m. (Toronto time), on the date that it is sent, and thereafter, on the first Business Day following the day on which it is sent.

Section 23 Counterpart Signature

This Underwriting Agreement may be executed in one or more counterparts (including counterparts by facsimile or PDF), which together shall constitute an original copy hereof as of the date first noted above.

Section 24 Time of the Essence

Time shall be of the essence in this Underwriting Agreement.

Section 25 Severability

If any provision of this Underwriting Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Underwriting Agreement and shall be severable from this Underwriting Agreement.

Section 26 Entire Agreement and Amendment

This Underwriting Agreement constitutes the entire agreement among the Underwriters and the Corporation relating to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including for greater certainty, the engagement letter between the Corporation and the Underwriters dated June 10, 2022. This Underwriting Agreement may be amended or modified in any respect by written instrument only. This Underwriting Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided that no party may assign this Underwriting Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

Section 27 Acknowledgement

(1) The Corporation acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Corporation

and/or the Offering that differ from the views of its investment bankers. The Corporation hereby waives and releases, to the fullest extent permitted by Law, any claims that the Corporation may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Corporation by such Underwriters’ investment banking divisions. The Corporation acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable Canadian Securities Laws and U.S. Securities Laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the companies which may be the subject to the transactions contemplated by this Underwriting Agreement.

(2) All steps which must or may be taken by the Underwriters hereunder, with the exception of the matters relating to (i) termination of purchase obligations; and (ii) indemnification, contribution and settlement, may be taken by the Co-Lead Underwriters, on behalf the Underwriters. The execution of this Underwriting Agreement by the other Underwriters and by the Corporation shall constitute the Corporation’s authority and obligation for accepting notification of any such steps from CLARUS.

Section 28 Language

The parties have expressly required this Underwriting Agreement and all other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties ont expressément demandé que la présente convention de prise ferme ainsi que tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement .

Section 29 Acceptance

If this Underwriting Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation, please communicate your acceptance by executing where indicated below and returning by facsimile or PDF one copy and returning by an originally executed copy to the Underwriters.

[Remainder of page left intentionally blank. Signature page follows.]

Yours very truly,

CLARUS SECURITIES INC.

By: (Signed) “Robert Orviss” Name: Robert Orviss Title: Managing Director

CORMARK SECURITIES INC.

By: (Signed) “Darren Wallace” Name: Darren Wallace Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: (Signed) “Mengfei Zhou” Name: Mengfei Zhou Title: Managing Director

STIFEL NICOLAUS CANADA INC.

By: (Signed) “Michael Barman” Name: Michael Barman Title: Managing Director

BMO NESBITT BURNS INC.

By: (Signed) “Haroon Chaudhry” Name: Haroon Chaudhry Title: Director

SCOTIA CAPITAL INC.

By: (Signed) “Darren Grant” Name: Darren Grant Title: Managing Director

DESJARDINS SECURITIES INC.

By: (Signed) “Maciej Pach” Name: Maciej Pach Title: Managing Director, Metals & Mining

EIGHT CAPITAL

By: (Signed) “John Sutherland” Name: John Sutherland Title: Principal, Managing Director

PI FINANCIAL CORP.

By: (Signed) “Tim Graham” Name: Tim Graham Title: Managing Director

RAYMOND JAMES LTD.

By: (Signed) “John Willett” Name: John Willett Title: Managing Director

HAYWOOD SECURITIES INC.

By: (Signed) “Kevin Campbell” Name: Kevin Campbell Title: Managing Director

TD SECURITIES INC.

By: (Signed) “Ted McGurk” Name: Ted McGurk Title: Managing Director

The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

ACCEPTED as of this 17[th] day of June, 2022.

K92 MINING INC.

By: (Signed) “John Lewins” Name: John Lewins Title: Chief Executive Officer

SCHEDULE “A” COMPLIANCE WITH UNITED STATES SECURITIES LAWS

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

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

“ Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

“ General Solicitation ” or “ General Advertising ” means “general solicitation” or “general advertising”, as used in Rule 502(c) of Regulation D, including, without limitation, any advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television, or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

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

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

“ SEC ” means the Unites States Securities and Exchange Commission.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, if any, represents, warrants and covenants to the Corporation, as at the date hereof, as at the Closing Date and as at any closing date of the Over-Allotment Option, that:

(1) It acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and that the Offered Shares may not be offered or sold except in Offshore Transactions in accordance with Rule 903 of Regulation S or in the United States pursuant to the exemption from the registration requirements of the U.S. Securities Act available under Rule 144A or Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws.
(2) In accordance with this Schedule “A”, it has only offered and sold and will only offer and sell the Offered Shares to Persons in the United States with whom it has a pre-existing substantive or business relationship and whom it reasonably believes are either Qualified Institutional Buyers pursuant to Rule 144A or Accredited Investors pursuant to Rule 506(b) of Regulation D, and in compliance with applicable state securities law. Except as set forth in the preceding sentence, the Underwriter has not made and will not make any offer to sell, solicitation of an offer to buy or sale of any of the Offered Shares unless such offer, solicitation of an offer or sale of the Offered Shares was made in an Offshore Transaction in compliance with Rule 903 of Regulation S.
(3) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares in the United States, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and any Selling Firm to agree, for the benefit of the Corporation, to comply with the same provisions of this Schedule as apply to such Underwriter as if such U.S. Affiliate and Selling Firm were a party to this Underwriting Agreement.
(4) Neither such Underwriter nor its U.S. Affiliate, nor any persons acting on its or their behalf, has engaged or will engage in any Directed Selling Efforts.
(5) All offers and sales of Offered Shares in the United States have been and shall be made through the Underwriter’s U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is and will be, on the date of each offer or sale of Offered Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc.
(6) Offers and sales of Offered Shares in the United States by the Underwriter through its U.S. Affiliate have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
(7) All purchasers of the Offered Shares in the United States or who were offered Offered Shares in the United States (“ U.S. Purchasers ”) shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to them in reliance on Rule 144A or Rule 506(b) of Regulation D, as applicable, and in reliance upon similar exemptions from registration under applicable state securities laws.
(8) It will ensure that each Person in the United States that was offered Offered Shares by it or its U.S. Affiliate has been or shall be provided with the U.S. Placement Memorandum including the Preliminary Prospectus and/or the Final Prospectus, as applicable. It will ensure that each U.S. Purchaser purchasing Offered Shares from it or from the Corporation, through or arranged by its U.S. Affiliate, shall (i) be provided, prior to the Time of Closing (and any time of closing of the Over-Allotment Option), with the U.S.

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Placement Memorandum including the Final Prospectus; and (ii) execute and deliver to the Underwriters, the U.S. Affiliates and the Corporation either: (a) a U.S. QIB Letter substantially in the form attached as Exhibit B to the final U.S. Placement Memorandum or (b) a U.S. Subscription Agreement substantially in the form attached as Exhibit A to the final U.S. Placement Memorandum.

(9) None of the Underwriter, its affiliates (including its U.S. Affiliate) or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer and sale of the Offered Shares.
(10) Its U.S. Affiliate selling the Offered Shares in the United States is a Qualified Institutional Buyer.
(11) Prior to the Time of Closing (and any time of closing of the Over-Allotment Option), it will provide the Corporation and its transfer agent with a list of all U.S. Purchasers purchasing the Offered Shares from its U.S. Affiliate, or from the Corporation as arranged by its U.S. Affiliate.
(12) At the Time of Closing (and any time of closing of the Over-Allotment Option), the Underwriter, together with its U.S. Affiliate selling (or arranging for the Corporation to sell) Offered Shares in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented and warranted that none of it, its affiliates (including its U.S. Affiliate) or any person acting on its or their behalf has offered or sold Offered Shares in the United States.
(13) As of the Closing Date (and any closing date of the Over-Allotment Option) with respect to offers and sales of Offered Shares to Accredited Investors pursuant to Rule 506(b) of Regulation D (the “ Regulation D Securities ”), each Underwriter represents that neither it, nor any of its directors, executive officers, general partners, managing members, other officers participating in offers and sales to Accredited Investors pursuant to Rule 506(b) of Regulation D or any other person associated with or acting on behalf of the above persons (including, but not limited to, the Underwriter’s U.S. Affiliate) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Regulation D Securities (each, an “ Underwriter Covered Person ” and, together, “ Underwriter Covered Persons ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “ Disqualification Event ”) except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date thereof.
(14) As of the Closing Date (and any closing date of the Over-Allotment Option), the Underwriter represents that it is not aware of any person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers.

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(15) The Underwriter will notify the Corporation in writing, prior to the Closing Date (and any closing date of the Over-Allotment Option), of (i) any Disqualification Event relating to any Underwriter Covered Person not previously disclosed to the Corporation and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Underwriter Covered Person.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Underwriters, as at the date hereof, as at the Closing Date and as at any closing date of the OverAllotment Option, that:

(1) (a) The Corporation is, and at the Time of Closing (and any time of closing of the OverAllotment Option) will be, a Foreign Issuer; (b) the Corporation is not now, and as a result of the offer and sale of Offered Shares contemplated hereby will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended; (c) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates) and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities in the United States) that would cause the exemptions afforded by Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Underwriting Agreement and (d) none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates) or any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any form of General Solicitation or General Advertising in connection with the offer or sale of the Offered Shares in the United States or has otherwise acted in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Shares in the United States.
(2) The Corporation reasonably believes now that there is, and at the Time of Closing (and any time of closing of the Over-Allotment Option) there will be, no “substantial U.S. market interest” with respect to its Common Shares or any other class of its equity securities, as such term is defined in Regulation S.
(3) Except with respect to offers and sales in accordance with this Underwriting Agreement (including this Schedule “A”) in the United States to Accredited Investors in reliance upon the exemption from registration available under Rule 506(b) of Regulation D or Qualified Institutional Buyers in reliance upon the exemption from registration available under Rule 144A, none of the Corporation, its affiliates or any persons acting on its or their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates) and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, any of the Offered Shares in the United States.

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(4) None of the Corporation, its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Shares in the United States or which would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Shares in Offshore Transactions outside the United States.
(5) The Offered Shares are not, and as of the Time of Closing (and any time of closing of the Over-Allotment Option) will not be, and no securities of the same class as the Offered Shares are or will be (a) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, (b) quoted in a “U.S. automated inter-dealer quotation system,” as such term is used in Rule 144A, or (c) convertible or exchangeable into or exercisable for securities so listed or quoted at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than 10%.
(6) The Corporation has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with, and would cause the exemption provided by Rule 506(b) of Regulation D or Rule 144A to become unavailable with respect to, the offer and sale of the Offered Shares in the United States as contemplated by this Underwriting Agreement.
(7) The Corporation will file within the prescribed time period(s) a Notice of Sales on Form D as required by Rule 503 of Regulation D with the SEC and any required filings with any applicable state securities commissions in connection with any sales of Offered Shares to Accredited Investors pursuant to Rule 506(b) of Regulation D.
(8) For each taxable year in which the Corporation is a “passive foreign investment company” as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “ Internal Revenue Code ”), if requested in writing by a U.S. Purchaser, the Corporation will provide such U.S. Purchaser with the required information to enable it to make a qualified electing fund election under Section 1295 of the Internal Revenue Code and the applicable treasury regulations promulgated thereunder, and will satisfy all requirements described therein (which, for the avoidance of doubt, shall include providing a PFIC Annual Information Statement).
(9) Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
(10) Neither the Corporation nor any of its affiliates has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Shares.

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(11) As of the Closing Date (and any closing date of the Over-Allotment Option) with respect to offers and sales of Regulation D Securities, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the offering, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (other than any Underwriter Covered Person, as to whom no representation or warranty is made) (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
(12) As of the Closing Date (and any closing date of the Over-Allotment Option), the Corporation is not aware of any person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers.
(13) The Corporation will notify the Underwriters in writing, prior to the Closing Date (and any closing date of the Over-Allotment Option), of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.
(14) So long as any of the Offered Shares are outstanding and are “restricted securities” within the meaning of the Rule 144(a)(3) under the U.S. Securities Act and if the Corporation is not exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Corporation shall furnish to any holder of the Offered Shares and any prospective purchaser of the Offered Shares designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Securities to effect resales under Rule 144A).

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Exhibit A to Schedule “A”

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of the common shares (the “ Offered Shares ”) of K92 Mining Inc. (the “ Corporation ”) pursuant to the underwriting agreement dated as of June 17, 2022 among the Corporation and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

I. [Name of U.S. broker-dealer Affiliate] is on the date hereof, and was on the date of each offer and sale of the Offered Shares made by it in the United States, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Offered Shares was made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., and all offers and sales of Offered Shares in the United States by or through [Name of U.S. broker-dealer Affiliate] have been and will be effected in accordance with all U.S. federal and state broker-dealer requirements;

II. each offeree of Offered Shares in the United States was provided with a copy of one or both of the U.S. Placement Memorandum, including the Preliminary Prospectus, and/or the U.S. Placement Memorandum, including the Final Prospectus, and each U.S. Purchaser: (a) was provided, prior to the Time of Closing (and any time of closing of the Over-Allotment Option), with a copy of the U.S. Placement Memorandum, including the Final Prospectus, and no other written material was used in connection with the offer and sale of the Offered Shares in the United States; and (b) executed and delivered to the Underwriters and the Corporation either (x) a U.S. QIB Letter substantially in the form attached as Exhibit B to the U.S. Placement Memorandum or (y) a U.S. Subscription Agreement substantially in the form attached as Exhibit A to the U.S. Placement Memorandum;

III. immediately prior to our soliciting such offerees, we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each U.S. Purchaser purchasing Offered Shares from or through us is, either a “qualified institutional buyer”, as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

IV. no form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or “directed selling efforts” (as such term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act) was used by us in connection with the offer or sale of the Offered Shares;

V. none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “ Underwriter Covered Person ” and,

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collectively, the “ Underwriter Covered Persons ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “ Disqualification Event ”), except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof;

VI. we are not aware of any person (other than any Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers;

VII. neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Shares; and

VIII. the offering of the Offered Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” hereto.

Unless otherwise defined, terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A” hereto.

Dated this __ day of _____, 2022.

[UNDERWRITER]

By:

Authorized Signing Officer

[U.S. BROKER-DEALER AFFILIATE]

By: