Kobo Resources Inc.

AGENCY AGREEMENT

June 4, 2024 Kobo Resources Inc. 101-388 Grande-Allée Est Québec, Québec, G1R 2J4

Attention: Edouard Gosselin Chief Executive Officer

Dear Mr. Gosselin:

Re: Private Placement of Units

The undersigned, Leede Jones Gable Inc. (the “ Agent ”) as agent and sole bookrunner, understands that Kobo Resources Inc. (the “ Corporation ”) proposes to issue and sell up to 8,378,700 units (“ Units ”) of the Corporation at a price of $0.35 per Unit (the “ Offering Price ”), with each Unit consisting of one common share of the Corporation (each a “ Unit Share ”) and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one common share of the Corporation (each, a “ Warrant Share ”) at a price of $0.55 for a period of twenty-four (24) months following the closing of the Offering (as defined herein). The Warrants shall be issued pursuant to, and the exercise of the Warrants shall be governed by, the provisions of a warrant indenture (the “ Warrant Indenture ”), to be entered into between the Corporation and TSX Trust Company as warrant agent, in the form and on terms satisfactory to the Corporation and the Agent, acting reasonably. The offering of the Units by the Corporation is referred to in this agreement as the “ Offering ”. The Units, and the Unit Shares and Warrants comprising the Units, in each case sold pursuant to this Agreement, are collectively referred to as the “ Offered Securities ”.

Upon and subject to the terms and conditions set forth herein, the Corporation, by the acceptance of this Agreement (as defined herein), hereby appoints the Agent, and the Agent hereby agrees to act, as agent to the Corporation to effect the Offering of up to 8,378,700 Units at the Offering Price for aggregate gross proceeds of up to $2,932,545, on a marketed “best efforts” private placement basis pursuant to exemptions from the prospectus requirements of Applicable Securities Laws (as defined herein), namely pursuant to the LIFE Exemption (as defined herein) to Subscribers (as defined herein) in the Selling Jurisdictions (as defined herein) consented to by the Corporation where the Offered Securities may be lawfully sold pursuant to the terms and conditions hereof.

The Corporation agrees that the Agent will be permitted to appoint, at its sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Securities. The Agent shall, and shall require any such dealer or broker, other than the Agent, with which the Agent have a contractual relationship in respect of the distribution of the Offered Securities (a “ Selling Firm ”), to comply with Applicable Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agent shall,

and shall require any Selling Firm, to offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold.

In consideration of the services to be rendered by the Agent pursuant to this Agreement and in connection with all other matters relating to the issue and sale of the Offered Securities, the Corporation shall pay to the Agent at the Closing Time a cash commission (the “ Commission ”) equal to 8.0% of the gross proceeds realized by the Corporation in respect of the sale of the Offered Securities. In addition, the Corporation, on the Closing Date, shall issue to the Agent nontransferable compensation options of the Corporation (the “ Compensation Options ”), exercisable for a period of twenty-four (24) months following the Closing Date, to acquire in aggregate that number of common shares (the “ Compensation Option Shares ”) which is equal to 8.0% of the number of Units sold under the Offering at an exercise price equal to the Offering Price. The Commission will be reduced to 2% of the gross proceeds realized by the Corporation in respect of the sale of the Offered Securities to certain purchasers introduced by finders or by the Corporation directly and no Compensation Options shall be issued in connection therewith.

The obligation of the Corporation to pay the Commission and issue the Compensation Options shall arise at the Closing Time against payment for the Offered Securities and the Commission and Compensation Options shall be fully earned by the Agent at that time.

The parties acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act (as hereinafter defined) or any state securities laws. The Units may not be offered or sold to, or for the account or benefit of, persons in the United States (as hereinafter defined) or U.S. Persons (as hereinafter defined).

1. Definitions

In this Agreement:

(a) “ affiliate ”, “ distribution ”, “ material change ”, “ material fact ”, “ misrepresentation ”, and “ subsidiary ” have the respective meanings given to them in the Securities Act (Québec);
(b) “ Agent ” has the meaning given to it above;
(c) “ Agent’s Counsel ” means Fasken DuMoulin Martineau LLP;
(d) “ Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made by the Agent by this letter, including the schedules attached to this letter, as amended or supplemented from time to time;
(e) “ Anti - Money Laundering Laws ” has the meaning given in Section 4(ggg);
(f) “ Applicable Securities Laws ” means all applicable securities, corporate and other laws, rules, regulations, notices and policies;
(g) “ Business Day ” means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Montreal, Québec;

(h) “ Closing Date ” means June 4, 2024 or such other date as the Agent and the Corporation may agree upon in writing;
(i) “ Closing Time ” means 8:00 a.m. (Montreal time) or such other time on the Closing Date as the Agent and the Corporation may agree;
(j) “ Commission ” has the meaning given to it above;
(k) “ Common Share ” means a common share in the capital of the Corporation, as currently constituted;
(l) “ Compensation Options ” has the meaning given to it above;
(m) “ Compensation Option Certificates ” means the certificates representing the Compensation Options and containing the terms thereof;
(n) “ Compensation Option Shares ” has the meaning given to it above;
(o) “ Corporation ” has the meaning given to it above;
(p) “ Corporation Subsidiary ” means KOBO Ressources Côte d’Ivoire SA;
(q) “ Corporation’s counsel ” means McCarthy Tétrault LLP;
(r) “ Debt Instrument ” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, to which the Corporation or any of its subsidiaries is a party or by which any of their property or assets are bound
(s) “ Due Diligence Sessions ” has the meaning given to it in Section 5(j);
(t) “ Engagement Letter ” means the engagement letter entered into between the Corporation and the Agent dated May 16, 2024;
(u) “ Environmental Laws ” means all applicable federal, provincial, state and local laws and regulations relating to the protection of human health and safety, or hazardous or toxic substances, wastes, pollutants or contaminants;
(v) “ Financial Statements ” means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the report of the auditors of the Corporation thereon and the unaudited financial statements of the Corporation as at and for the three and twelve months ended December 31, 2023, together with the accompanying management’s discussion and analysis of financial condition and results of operations;
(w) “ Governmental Authorities ” 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;
(x) “ Governmental Licenses ” has the meaning given in Section 4(aa);
(y) “ IFRS ” means International Financial Reporting Standards;
(z)
“ Indemnified Person ” has the meaning given in Section 11;
(aa) “ Kobo Projects ” means the (i) Kossou Project; (ii) the Kotobi Project; and (iii) the three (3) Bocanda and M’batto regions pending permit applications;
(bb) “ Kossou Project ” means the project located in the Yamoussoukro District of Côte d’Ivoire which consists of one research permit (PR0852) issued on November 6, 2019 located approximately 22 km to the northwest from Yamoussoukro and covering 147.365 km[2] ;
(cc) “ Kotobi Project ” means the project located within the Birimian DimbokroAbengourou Belt, Boaulé-Mossi domain, in the administrative departments of Arrah, Bongouanou and Daoukro, which consist of one research permit issued on April 24, 2019 and covering 301.75 km[2] ;
(dd) “ Lien ” 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;
(ee) “ LIFE Exemption ” means the listed issuer financing exemption in Part 5A of NI 45-106;
(ff) “ Material Adverse Effect ” means (i) 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, or (ii) any fact, event, or change that would result in the Offering Document or Public Record containing a material misrepresentation;
(gg) “ Material Agreement ” means (a) any contract, commitment, agreement (written or oral), instrument, lease or other document, including any option agreement or

licence agreement, to which the Corporation is a party or otherwise bound and which is material to the Corporation and (b) any Debt Instrument, any agreement, contract or commitment to create, assume or issue any Debt Instrument, and any other outstanding loans to the Corporation from, or any loans by the Corporation to or a guarantee by the Corporation of the obligations of, any other person;

(hh) “ NI 43-101 ” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ;
(ii) “ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemption (or, in Québec, Regulation 45-106 respecting Prospectus Exemptions) ;
(jj) “ notice ” has the meaning given in Section 17;
(kk) “ Offered Securities ” has the meaning given to it above;
(ll) “ Offering ” has the meaning given to it above;
(mm) “ Offering Agreements ” means, collectively, this Agreement, the Warrant Indenture and the Compensation Option Certificates;
(nn) “ Offering Document ” means the amended and restated Offering Document dated May 30, 2024, replacing the Offering Document dated May 16, 2024 prepared in accordance with Form 45-106F19 – Listed Issuer Financing Document in both the English and French Languages;
(oo) “ Offering Price ” has the meaning given to it above;
(pp)
“ Personnel ” has the meaning given in Section 11;
(qq) “ Public Record ” means, without limitation, the prospectuses, annual information forms, annual and quarterly financial statements and related management discussion and analysis, offering memoranda, material change reports, press releases and any other documents or reports filed by the Corporation with the Securities Commissions since March 30, 2023 and which are available on SEDAR+;
(rr) “ Retainer ” means the non-refundable deposit by the Corporation to the Agent paid on signing of the Engagement Letter in the amount of $35,000;
(ss) “ Securities Commissions ” means the securities commissions or similar regulatory authorities in the Selling Jurisdictions;
(tt) “ SEDAR+ ” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Document Analysis and Retrieval which is available online at www.sedarplus.ca;

(uu) “ Selling Firm ” has the meaning given to it above;
(vv) “ Selling Jurisdictions ” means all of the provinces of Canada and such other offshore jurisdictions as the Agent and the Corporation may agree;
(ww) “ Subscriber ” means, for the purposes of this Agreement, each person who executes a Subscriber Questionnaire or, if such person completes a Subscriber Questionnaire as a duly authorized agent of one or more principals, each principal of such person;
(xx) “ Subscriber Questionnaire ” means the questionnaire completed by each of the Subscribers for Units providing certain information with respect to the Subscriber;
(yy) “ Technical Report ” means the “NI 43-101 Technical Report – Update of the Kossou Gold Project, Yamoussoukro District, Côte d’Ivoire”, dated with effect as of December 19, 2022, prepared by Timothy Strong, MIMMM and Principal Geologist for Kangari Consulting Limited;
(zz) “ TSXV ” means the TSX Venture Exchange;
(aaa) “ Unit Share ” has the meaning given to it above;
(bbb) “ United States ” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;
(ccc) “ Units ” has the meaning given to it above;
(ddd) “ U.S. Person ” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act.
(eee) “ Warrant ” has the meaning given to it above;
(fff) “ Warrant Indenture ” has the meaning given to it above; and
(ggg) “ Warrant Shares ” has the meaning given to it above.

2. Restrictions on Sale

The Agent hereby represents, warrants, covenants and agrees with the Corporation and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:

(a) they will not solicit subscriptions for Offered Securities, trade in Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions, provided that the Agent may so solicit, trade or act within such jurisdictions only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities, (ii) obligate the Corporation to establish or maintain any office or

director or officer in such jurisdiction, or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;

(b) in respect of the offer and sale of the Offered Securities, they will conduct their activities in connection with the Offering and comply with all Applicable Securities Laws and the provisions of this Agreement;
(c) they are duly registered pursuant to the provisions of the Applicable Securities Laws, and are duly registered or licensed as investment dealers in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed;
(d) they are valid and subsisting corporations under the laws of the jurisdictions in which they were incorporated, continued or amalgamated;
(e) they have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(f) this Agreement has been duly authorized, executed and delivered by the Agent and shall constitute a valid and binding obligation of the Agent, enforceable against the Agent in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;
(g) the Agent is an “accredited investor” as such term is defined under NI 45-106 and is acquiring the Compensation Options pursuant to the accredited investor exemption as principal for its own account and not for the benefit of any other person;
(h) they shall not make any representation or warranty with respect to the Offered Securities in connection with the Offering, other than as set forth in this Agreement or the Subscriber Questionnaires; and
(i) they will not advertise the proposed sale of the Offered Securities in printed media of general and regular paid circulation, radio or television nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws.

3. Delivery of Subscriber Questionnaires

The Agent agrees to obtain from each Subscriber a completed Subscriber Questionnaire and deliver such Subscription Questionnaires to the Corporation on or before the Closing Date. In addition, the Agent agrees to obtain from each Subscriber such forms and other documents as may be required by the Securities Commissions and provided by the Corporation to the Agent for delivery under this Agreement.

The Corporation may not reject any Subscriber that has properly completed a Subscriber Questionnaire unless the number of Offered Securities subscribed for by such Subscriber exceeds the maximum number of Offered Securities to be sold under this Agreement or unless the distribution cannot be completed in accordance with Applicable Securities Laws.

4. Representations and Warranties of the Corporation

In this article, unless otherwise indicated or unless the context indicates otherwise, reference to the Corporation is a reference to the Corporation and the Corporation Subsidiary. The Corporation represents and warrants to the Agent, and acknowledges that the Agent is relying upon such representations and warranties, that:

(a) since March 30, 2023, the Corporation has been and is in compliance with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSXV; no confidential material change report has been filed by the Corporation under Applicable Securities Laws that remains confidential at the date hereof; all of the Material Agreements of the Corporation not made in the ordinary course of business, if required under the Applicable Securities Laws, have been filed with the Applicable Securities Commissions;
(b) other than as disclosed in the Public Record, since the date of the most recent audited balance sheet in respect of the Corporation (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, other than arising from financings, for property transaction payments and for expenditures on operations conducted in the ordinary course of business, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation, 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 is validly subsisting under the Canada Business Corporations Act and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on;
(d) the Corporation has the requisite corporate power, authority and capacity to enter into the Offering Agreements and to perform its obligations under the Offering Agreements and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Offering Agreements and to observe and perform the provisions of the Offering Agreements in accordance

with the provisions hereof and thereof including, without limitation, the issue of the Units to the Subscribers for the consideration and upon the terms and conditions set forth herein, the issue of the Warrant Shares for the consideration and upon the terms and conditions set forth in the Warrant Indenture, the issue of the Compensation Options to the Agent and the issue of the Compensation Option Shares for the consideration and upon the terms and conditions set forth in the Compensation Option Certificates;

(e) the Corporation 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 has authorized share capital consisting of an unlimited number of Common Shares, of which 81,178,383 Common Shares are issued and outstanding as of the date hereof, 9,352,800 common share purchase warrants are issued and outstanding as of the date hereof, with each such common share purchase warrant being exercisable for one Common Share at an exercise price of $0.40 per Common Share before March 29, 2025, 721,312 broker units are issued and outstanding as of the date hereof, with each such broker unit being exercisable for one Common Share at a price of $0.25 per Common Share and one-half of a one common share purchase warrant at an exercise price of $0.40 for each full warrant, 5,725,000 stock options are issued and outstanding as of the date hereof, with each such stock option being exercisable for one Common Share at an exercise price ranging between $0.15 and $0.35 per Common Share. Other than as disclosed in the Public Record, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation;
(g) all of the issued and outstanding common shares of the Corporation have been duly and validly authorized and issued and 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 pre-emptive or similar rights of any securityholder of the Corporation;
(h) the Corporation has full corporate power and authority to issue the Offered Securities and all necessary corporate action has been taken to authorize the issue and sale of, and the delivery of the Units and, upon payment of the requisite consideration therefor, the Unit Shares will be validly issued as fully paid and nonassessable Common Shares, and the Warrants and the Compensation Options will be validly issued and, upon the exercise of the Warrants and Compensation Options in accordance with their terms, including the payment of the consideration therefor, the Warrant Shares and Compensation Option Shares respectively will be validly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding in all material respects to the description thereof in the Offering Document;

(i) all of the issued and outstanding shares or other equity interests in the Corporation Subsidiary are 100% owned, directly or indirectly, by the Corporation (free and clear of all encumbrances) and all of the issued and outstanding shares or other equity interests in the Corporation Subsidiary have been duly and validly authorized and issued by the Corporation Subsidiary and are fully paid and non-assessable shares or other equity interests of the Corporation Subsidiary;
(j) the Corporation has no other subsidiaries than the Corporation Subsidiary;
(k) the Corporation Subsidiary is a corporation existing 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;
(l) on or prior to the Closing Time, the forms of the certificates for the Common Shares and Warrants will have been approved by the board of directors of the Corporation and adopted by the Corporation and will comply with all legal and applicable stock exchange requirements and will not conflict with the Corporation’s articles or constating documents;
(m) all required filings have been made with the TSXV to have the Unit Shares, Warrant Shares and Compensation Option Shares listed for trading on the TSXV, subject to the satisfaction of customary filings required by such exchange;
(n) at all times prior to the expiry of the Warrants and the Compensation Options, a sufficient number of Warrant Shares and Compensation Option Shares shall be allocated and reserved for issuance upon due exercise of the Warrants and the Compensation Options in accordance with their terms;
(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 Offering Agreements and the performance of any of the transactions contemplated thereby 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 articles, constating documents 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, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(p) the Offering Agreements and the performance of the Corporation’s obligations under the Offering Agreements have been duly authorized by all necessary corporate action, and the Offering Agreements have been duly executed and delivered by the Corporation and constitute 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, with respect to this Agreement, 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 Offering Agreements, except as required by Applicable Securities Laws and as required by the policies of the TSXV with regard to the distribution of the Offered Securities, 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, or which would reasonably be expected to have, a Material Adverse Effect;
(s) the Financial Statements have been prepared in conformity with IFRS 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 dates of such 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 maintain a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable 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 is engaged in any material transaction or arrangement with or is a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation, except as disclosed in the Public Record or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation as described in the Public Record;
(v) the Corporation has not incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as

disclosed or contemplated in the Public Record, or (ii) as incurred in the ordinary course of business by the Corporation;

(w) 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) MNP LLP, the auditor of the Corporation, is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in Québec 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;
(y) all tax returns required to be filed by the Corporation on or prior to the date hereof 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, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided, and the Corporation is not 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 thereof; to the knowledge of the Corporation, there is no tax deficiency which has been asserted against the Corporation and all material tax liabilities are adequately provided for in accordance with IFRS 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 has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and the Corporation has not received any notice of any alleged violation of any such laws, rules and regulations;
(aa) the Corporation possesses or is in the process of renewing such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “ Governmental Licences ”) necessary to conduct the business now operated by it and currently proposed to be operated by it, and all such Governmental Licences are valid and existing and in good standing. The

Corporation is in compliance with the terms and conditions of all such Governmental Licences;

(bb) (i) to the knowledge of the Corporation, the Corporation is not in material violation of any applicable Environmental Laws, (ii) the Corporation has all material permits, authorizations and approvals required under any applicable Environmental Laws necessary to conduct the business now operated by it and is in compliance in all material respects with their requirements, and (iii) to the knowledge of the Corporation there are no pending administrative, regulatory or judicial actions, suits, demands, claims, orders, directions, notices of non-compliance or violation relating to any applicable Environmental Law against the Corporation, and to the knowledge of the Corporation there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, claims, orders, directions, notices of noncompliance or violation;
(cc) (i) the Corporation 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 and, to the knowledge of the Corporation, other than as set out in the Public Record, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation’s facilities and none is currently being negotiated by the Corporation;
(dd) the Corporation is not in default or breach, in any material respect, of any real property lease, and the Corporation has not received any notice or other communication from the owner or manager of any real property leased by the Corporation that the Corporation 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;
(ee) 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 Date continue to be in full force and effect; and the Corporation is not in default as to the payment of premiums or otherwise, under the terms of any such policy;

(ff) the Corporation has good and marketable title to all of its assets and property and, except for the sale of inventory in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any personal property from the Corporation;
(gg) the Kossou Gold Project is the only property that is currently considered to be material to the Corporation for the purposes of NI 43-101;
(hh) the exploration permits that are set forth in Schedule A (the “ Exploration Permits ”) are a complete and accurate list of all exploration permits held by the Corporation or the Corporation Subsidiary in Kobo Projects:
(ii) the Corporation controls or has legal rights to, through map-designated mining titles, mining leases and mining concessions, all of the rights, titles and interests materially necessary or appropriate to authorize and enable it to carry on mineral exploration on the Kossou Project as currently being undertaken by it and has obtained or, upon performance of all conditions precedent expect that it will be able to obtain such rights, titles and interests as may be required to implement its plans on the Kossou Project and the Corporation is not in default of such rights, titles and interests;
(jj) all assessments or other work required to be performed in relation to the mapdesignated mining titles, mining leases and mining concessions comprising the Kobo Projects, in order to maintain its interest in such mineral interests, if any, have been performed to date and the Corporation has complied in all material respects with all applicable governmental laws, regulations and policies in this connection as well as with regard to legal, contractual obligations to third parties in this connection. All such map-designated mining titles, mining leases and mining concessions are in good standing in all material respects as of the date of this Agreement;
(kk) the Corporation or the Corporation Subsidiary has all necessary surface rights, access rights and other necessary rights and interests relating to the Exploration Permits granting, to the extent applicable, the Corporation or the Corporation Subsidiary the right and ability to explore for the natural resources located on the properties covered by the Exploration Permits, including minerals, as are appropriate in view of the rights and interest therein of the Corporation or the Corporation Subsidiary, with only such exceptions as do not materially interfere with the use made by the Corporation or the Corporation Subsidiary of the rights or interest so held; and
(ll) (A) the Corporation or the Corporation Subsidiary is the holder of the Exploration Permits necessary to carry on its current and proposed exploration activities on the Kobo Projects, and (B) the Exploration Permit held by the Corporation or the Corporation Subsidiary relating to the Kossou Project cover the properties required by the Corporation to carry on exploration activities as contemplated by the Technical Report;

(mm) to the Corporation’s knowledge, there are no claims with respect to aboriginal rights which are currently pending or threatened with respect to the Kobo Projects;
(nn) there are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Corporation has received notice against the mining claims or mining rights of the Corporation or any part thereof;
(oo) all mineral exploration activities on the properties of the Corporation have been conducted in accordance with good mining and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with;
(pp) except as disclosed in the Public Record or as made in the ordinary course of business, the Corporation does not have any loans or other indebtedness outstanding which have been made to or from any shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation that are currently outstanding;
(qq) 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 thereto;
(rr) the Corporation does not have outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Corporation;
(ss) each Material Agreement is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation has, in all material respects, performed all obligations in a timely manner under, and is in compliance, in all material respects, with all terms and conditions (including any financial covenants) contained in each Material Agreement. The Corporation is not in material breach, violation or default nor has it received any notification from any party claiming that the Corporation is in material breach, violation or default under any Material Agreement and no other party, to the knowledge of the Corporation, is in material breach, violation or default of any term under any Material Agreement.
(tt) the information contained in, related to or derived from the Technical Reports is based on or derived from sources that the Corporation reasonably believes to be reliable and accurate in all material respects and represent its good faith estimate that is made on the basis of data derived from such sources, and the Corporation has obtained the written consent to the use of such data from such sources to the extent required;
(uu) the Corporation is in compliance with the provisions of NI 43-101 and has filed all technical reports in respect of its Kossou Project (and properties in respect of which

it has a right to earn an interest) required thereby. The Technical Reports remain current as at the date hereof. The Technical Reports comply in all material respects with the requirements of NI 43-101 and there is no new scientific or technical information concerning the Kossou Project since the respective dates thereof that would require a new technical report in respect of either of the Kossou Project to be issued under NI 43-101. The Corporation has made available to the authors of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such respective reports, all information requested by them and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Record relating to scientific and technical information, has been prepared in accordance with NI 43-101 and in compliance with the other Applicable Securities Laws;

(vv) the minute books and corporate records of the Corporation made available to Agent’s Counsel in connection with the Agent’s due diligence investigations are the original minute books and records or true and complete copies thereof and contain copies of all material 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;
(ww) 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 distribution of the Offered Securities in any Selling Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;
(xx) TSX Trust Company, at its principal office in Montreal, Québec and Toronto, Ontario, has been duly appointed as registrar and transfer agent in respect of the Common Shares;
(yy) TSX Trust Company, at its principal office in Toronto, Ontario, has been duly appointed as the warrant agent in respect of the Warrants;
(zz) other than as contemplated hereby, 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 Securities;
(aaa) 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 the operations or affairs of the Corporation;

(bbb) the Corporation has not entered into any agreements or made any covenants with any parties that would restrict the Corporation from completing the Offering;
(ccc) the Corporation is a “reporting issuer” in British Columbia, Alberta, Ontario and Québec and is not in default of any requirement under Applicable Securities Laws;
(ddd) the information and statements set forth in the Public Record were true, correct and complete in all material respects and, except as may have been corrected or superseded by subsequent disclosure, did not contain any misrepresentation as of the date of such information or statements;
(eee) the information and statements set forth in the Offering Document are all true, correct and complete in all material respects as of the date of this Agreement;
(fff) since May 30, 2024 to the date hereof, no material fact has arisen, and no material change has occurred, that has not been disclosed in the Public Record or the Offering Document;
(ggg) the operations of the Corporation and the Corporation Subsidiary are and have been conducted at all times in compliance with the anti-money laundering and antiterrorist laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which they are subject (collectively, the “ AntiMoney Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation and the Corporation Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation and the Corporation Subsidiary, threatened;
(hhh) neither the Corporation nor the Corporation Subsidiary nor, to the Corporation’s knowledge, any employee or agent of the Corporation or the Corporation Subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, provincial, state or foreign office in violation of any law;
(iii) neither the Corporation nor the Corporation Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or the Corporation Subsidiary has, in the course of its actions for, or on behalf of, the Corporation or the Corporation Subsidiary: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”)) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA or any other applicable anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Corporation

and the Corporation Subsidiary have conducted their respective businesses in compliance with applicable anti-bribery statutes. the Corporation and the Corporation Subsidiary have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws; neither the Corporation nor the Corporation Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation or the Corporation is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), nor are the Corporation or the Corporation Subsidiary located, organized or resident in a country or territory that is the subject or target of such sanctions; and the Corporation will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any the Corporation Subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any person, or in any country or territory, that currently is the subject to any sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as agent, initial purchaser, advisor, investor or otherwise) of sanctions administered by OFAC; and
(jjj) neither the Corporation nor the Corporation Subsidiary has taken, and the Corporation and the Corporation Subsidiary will not take, any action which constitutes stabilization or manipulation of the price of any security of the Corporation.

It is further agreed by the Corporation that all representations, warranties and covenants contained in this Agreement made by the Corporation to the Agent shall also be deemed to be made for the benefit of Subscribers as if the Subscribers were also parties to this Agreement (it being agreed that the Agent is acting for and on behalf of the Subscribers for this purpose).

5. Covenants of the Corporation

The Corporation covenants with the Agent that:

(a) it will fulfill all legal requirements to permit the creation, issue, offering and sale of the Units, the creation and issue of the Warrants and the Compensation Options, and the issue of the Unit Shares, the Warrant Shares and the Compensation Option Shares, if applicable, as contemplated in this Agreement including, without limitation, compliance with the Applicable Securities Laws of the Selling Jurisdictions to enable the Units to be offered for sale and sold to the Subscribers and the Compensation Options to be issued to the Agent without the necessity of filing a prospectus in the Selling Jurisdictions;
(b) it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or other recognized stock exchange in Canada and maintain its status as a “reporting issuer” (or the equivalent thereof) and not be in default of

the requirements of the Applicable Securities Laws of each of the provinces of British Columbia, Alberta, Québec and Ontario to the date which is 24 months following the Closing Date, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” or ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, and the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSXV (or such other applicable stock exchange upon which its Common Shares are listed);

(c) the Corporation will ensure that the Unit Shares upon issuance shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in the Offering Document;
(d) the Corporation will ensure that the Warrants upon issuance shall be duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in the Offering Document and the Warrant Indenture;
(e) the Corporation will ensure, at all times until the date that is 24 months following the Closing Date, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants and that the Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture, if applicable, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in the Offering Document and the Warrant Indenture;
(f) the Corporation will ensure that the Compensation Options upon issuance shall be duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates;
(g) the Corporation will ensure, at all times until the date that is 24 months following the Closing Date, that sufficient Compensation Option Shares are authorized and allotted for issuance upon due and proper exercise of the Compensation Options and that the Compensation Option Shares, upon issuance in accordance with the terms of the Compensation Option Certificates, if applicable, shall be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates;
(h) the Corporation will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Corporation under Applicable Securities Laws, necessary for the consummation of the transactions contemplated herein, other than customary post-

closing filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws and the rules and policies of the TSXV;

(i) the Corporation will execute and file with the Securities Commissions and the TSXV all forms, notices and certificates required to be filed by the Corporation pursuant to the Applicable Securities Laws and the rules and policies of the TSXV in the time required by the Applicable Securities Laws and the rules and policies of the TSXV, including Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to the closing conditions set forth in Section 6 hereof;
(j) prior to the Closing Time, the Corporation shall allow the Agent the opportunity to conduct required due diligence and to obtain, acting reasonably, satisfactory results from such due diligence and in particular, the Corporation shall allow the Agent and Agent’s Counsel to conduct all due diligence which the Agent may reasonably require in order to confirm the Public Record is accurate, complete and current in all material respects and to fulfill the Agent’s obligations as a registrant and, in this regard, without limiting the scope of the due diligence inquiries that the Agent may conduct, the Corporation shall make available its senior management, directors and Technical Report authors to participate in one or more due diligence sessions (the “ Due Diligence Sessions ”) to answer any questions that the Agent may have, with such Due Diligence Sessions to be held prior to the Closing Date, and the Agent shall distribute a list of written questions to be answered at such Due Diligence Sessions;
(k) it will comply with all the obligations to be performed by it, and all of its covenants and agreements, under and pursuant to this Agreement;
(l) during the period commencing on the date of this Agreement and ending at the Closing Time, it will promptly provide to the Agent, for review by the Agent and Agent’s Counsel, prior to filing or issuance of the same, any proposed public disclosure document, including without limitation, any financial statements of the Corporation, report to shareholders, information circular or any press release or material change report and any press release issued by the Corporation concerning the Offered Securities is to include the following or substantially similar legend:

“NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”

“This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act).”;

(m) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly notify the Agent in writing of any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct;
(n) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly inform the Agent of the full particulars of any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, capital or condition (financial or otherwise) of the Corporation or its properties or assets; provided, however, that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this Section 5(n) has occurred, the Corporation shall promptly inform the Agent of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agent as to whether the occurrence is of such a nature;
(o) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly inform the Agent of the receipt by the Corporation of (i) any communication of a material nature from any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority relating to the Corporation or the distribution of the Offered Securities, and (ii) the issuance by any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose;
(p) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agent and Agent’s Counsel with Applicable Securities Laws of the Selling Jurisdictions in which it is a reporting issuer with respect to any material change, change, occurrence or event of the nature referred to in Sections 5(n) and 5(o) above;
(q) the Corporation will use the proceeds from the sale of the Units as set out specifically in the Offering Document, namely for exploration of the Corporation’s Kossou Project and Kotobi Project and for general working capital purposes; and
(r) as soon as reasonably possible, and in any event by the Closing Date, the Corporation shall take all such steps as may reasonably be necessary to enable the Offered Securities to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions through the Agent or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way of the LIFE Exemption, such that all Offered Securities are issued as free-trading securities of the Corporation.

6. Closing Conditions

The obligations of each Subscriber to purchase the Offered Securities shall be conditional upon the Agent receiving, and the Agent shall have the right on the Closing Date on behalf of Subscribers for Offered Securities to withdraw, all Subscriber Questionnaires delivered and not previously withdrawn by Subscribers unless the Agent receives, on the Closing Date:

(a) a favourable legal opinion dated the Closing Date from Corporation’s Counsel, in form and substance satisfactory to the Agent, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Selling Jurisdictions in which the Offered Securities are sold and on which Corporation’s Counsel is not qualified to express opinions;
(b) the Corporation will have caused a favourable legal opinion to be delivered by its counsel addressed to the Agent and the Subscribers with respect to such matters as the Agent may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agent’s Counsel, including substantially to the effect that:
(i) the Corporation is validly existing under the laws of Canada and has all requisite corporate power and capacity to carry on business and to own, lease and operate its properties and assets;
(ii) the Corporation has all requisite corporate power, capacity and authority to execute and deliver this Agreement and the Offering Agreements and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Offering Agreements and to perform its obligations hereunder and thereunder;
(iii) this Agreement and the Offering Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms (subject to the enforceability qualifications and such other qualifications as are customary in such circumstances);
(iv) as to the authorized and issued and outstanding capital of the Corporation (which opinion shall be based solely on a certificate of the transfer agent of the Corporation);
(v) the Units having been duly and validly authorized, created and issued;
(vi) the Unit Shares having been duly and validly authorized, created, issued and outstanding as fully paid and non-assessable Common Shares;
(vii) the Warrants having been duly and validly authorized, created and issued;

(viii) a sufficient number of Warrant Shares having been reserved and allotted for issuance upon the exercise of the Warrants in accordance with the Warrant Indenture;
(ix) the Compensation Options having been duly and validly authorized, created and issued;
(x) a sufficient number of Common Shares having been reserved and allotted for issuance upon the due exercise of the Compensation Options in accordance with the Compensation Option Certificate;
(xi) the execution and delivery of this Agreement and the Offering Agreements, the fulfilment of the terms hereof and thereof, the offering, the issue and sale and delivery of the Offered Securities and Compensation Options, do not conflict with or result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the constating documents of the Corporation, or (ii) the applicable Laws;
(xii) the offering, sale, issuance and delivery by the Corporation of the Offered Securities to the Subscribers are exempt from the prospectus requirements of the Applicable Securities Laws and, other than the Offering Document, no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws to permit such offering, sale, issuance and delivery; it being noted however that the Corporation will be required to file or cause to be filed a report on Form 45-106F1 prepared and executed pursuant to NI 45106, together with the prescribed filing fee within 10 days following the Closing Date;
(xiii) no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Applicable Securities Laws in connection with the first trade of the Offered Securities by the holders thereof, as the case may be, provided that certain other standard conditions under Applicable Securities Laws have been satisfied;
(xiv) TSX Trust Company has been duly appointed by the Corporation as the transfer agent and registrar for the Common Shares;
(xv) TSX Trust Company has been duly appointed by the Corporation as the warrant agent in respect of the Warrants under the Warrant Indenture;
(xvi) the Corporation being a reporting issuer (or the equivalent) under the Applicable Securities Laws, and not being included on a list of defaulting reporting issuers maintained by the Securities Commissions, if any, in each of the reporting jurisdictions; and

In giving such opinions, the Corporation’s Counsel will be entitled to arrange for and rely, to the extent appropriate in the circumstances, upon local counsel, it being understood that certain of the opinions which are not matters of the laws of a jurisdiction in which the Corporation’s Counsel has an office may be opined upon directly by local counsel, and that the Corporation’s Counsel will not be required to also give such opinions, and will be entitled as to matters of fact not within their knowledge to rely upon a certificate of fact from public officials and/or responsible persons in a position to have knowledge of such facts and their accuracy, and such opinion will be subject to customary qualifications, assumptions, exceptions and reliances. The Corporation agrees, and the aforesaid legal opinion will expressly provide, that the Agent may deliver copies of the opinion to each of the addressees thereof;

(c) a favourable title opinion dated the Closing Date from the Corporation’s local counsel, in form and substance satisfactory to the Agent, acting reasonably, as to the title to the Kossou Project;
(d) a favourable legal opinion dated as of the Closing Date from local counsel to the Corporation, in form and substance satisfactory to the Agent, acting reasonably, regarding the Corporation Subsidiary with respect to the following: (i) the incorporation and existence of the Corporation Subsidiary under the laws of its jurisdiction of incorporation, (ii) as to the registered ownership of the issued and outstanding shares of the Corporation Subsidiary, and (iii) that the Corporation Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties;
(e) certificates of status or similar certificates with respect to the Corporation;
(f) a certificate from TSX Trust Company as transfer agent of the Corporation, as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date;
(g) a certificate from TSX Trust Company as to its appointment as warrant agent pursuant to the Warrant Indenture;
(h) a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Agent, acting reasonably, with respect to the constating documents of the Corporation, the resolutions of the board of directors of the Corporation relating to this Agreement and the Offering and the incumbency and specimen signatures of signing officers of the Corporation;
(i) a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Agent, acting reasonably, certifying that:

(i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation contained in this Agreement are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
(iii) the Corporation has made and/or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the offering and sale of the Offered Securities and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); and
(iv) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority.

The foregoing conditions contained in Article 6 are for the sole benefit of the Agent and may be waived in whole or in part by the Agent at any time and without limitation. If any of the foregoing conditions have not been met at Closing Time, the Agent may terminate its obligations under this Agreement without prejudice to any other remedies it may have and the Agent shall have the right on behalf of the Subscribers to withdraw all Subscriber Questionnaires delivered and not previously withdrawn by Subscribers.

7. Closing Deliveries

The sale of the Offered Securities shall be completed at Closing Time at the offices of Corporation’s Counsel in Quebec, Québec or at such other place as the Corporation and the Agent may agree upon. If, at the Closing Time, the terms and conditions herein have been complied with to the satisfaction of the Agent or waived by the Agent, the Agent will deliver to the Corporation all completed Subscriber Questionnaires, against delivery by the Corporation of: (a) the Offered Securities, by way of electronic deposit or as otherwise directed by the Agent, against payment by the Agent to the Corporation of the aggregate Offering Price for the Units, therefor, by electronic money transfer as directed by the Corporation; and (b) payment of the Commission, less the amount of the Retainer, and the expenses of the Agent referred to in Section 8 hereof and issuance of the Compensation Option Certificates representing the Compensation Options by the Corporation to the Agent. The Agent may discharge its payment obligations under this Section 7 by the transfer of funds by electronic money transfer from the Agent to the Corporation’s

designated bank account, which shall be a bank account in Canada, equal to the aggregate Offering Price for the Units less the Commission (less the amount of the Retainer) and the expenses of the Agent, including the fees and disbursements of the Agent’s Counsel, as set out in Section 8 hereof.

8. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Securities and all expenses of or incidental to all other matters in connection with the offering of the Offered Securities shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation’s accountants and auditors, all expenses related to road shows and marketing activities, all printing costs incurred in connection with the offering of the Offered Securities, including certificates, if any, representing the Offered Securities, all filing fees, all fees and expenses relating to listing the Offered Securities on any exchanges, all fees and expenses of the Corporation’s auditors and road show consultants, all transfer agent and warrant agent fees and expenses, and, to a maximum of $45,000 (exclusive of taxes and disbursements), the reasonable fees, taxes and disbursements of Agent’s Counsel, as set out in the Engagement Letter.

9. Restrictions on Offerings

During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Corporation shall not, directly or indirectly, without the prior written consent of the Agent, in its sole discretion, such consent not to be unreasonably withheld or delayed, sell, offer to sell, issue, grant any option, warrant or other right for the sale or issuance of any Common Shares or other securities of the Corporation or any securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, except in conjunction with: (i) the grant, exercise or vesting of stock options, share units and other similar issuances pursuant to any stock option plan, share unit plan or other similar share compensation arrangement in place prior to the Closing Date; (ii) securities issued with respect to an arm’s length merger or business combination (whether by plan of arrangement or otherwise), acquisition or strategic partnering; (iii) the issuance of Common Shares pursuant to any commitments under property option or acquisition agreements existing as of the date of the Engagement Letter; (iv) the issuance of securities to subscribers of units of the Corporation on substantially the terms disclosed in the news release of the Corporation dated May 30, 2024; (v) the issuance of securities to subscribers identified in Schedule “C” of the Engagement Letter; and (vi) the exchange, transfer, conversion or exercise of rights of existing outstanding securities or existing commitments.

10. Rights of Termination

The Agent shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of such Agent, all of its obligations (and those of any Subscribers arranged by it) under this Agreement, by written notice to that effect given to the Corporation at or prior to the Closing Time, if at any time prior to the Closing:

(a) in the opinion of the Agent, acting reasonably, there shall have occurred any material change or change in material fact in relation to the Corporation or there shall be discovered any previously undisclosed material fact in each case which would be expected to have a material adverse change or effect on the business affairs or financial condition of the Corporation or on the market price of the Common Shares or the value or marketability of the Offered Securities;
(b) the Agent is not satisfied, in its sole discretion, with its due diligence review and investigations of the Corporation;
(c) in the opinion of the Agent, acting reasonably, the Corporation is unable to distribute the Offered Securities pursuant to the LIFE Exemption;
(d) any inquiry, action, investigation or other proceeding (whether formal or informal) is made, announced or threatened or any order is issued by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSXV or any securities regulatory authority, in relation to the Corporation or any one of its directors, officers or principal shareholders;
(e) the state of the financial markets, whether national or international, is such that in the sole opinion of the terminating Agent, acting reasonably, it would be impractical or unprofitable to offer or continue to offer the Offered Securities for sale;
(f) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence which, in the opinion of the terminating Agent, acting reasonably, materially adversely affects or involves, or might reasonably be expected to have a Material Adverse Effect or involve, the financial markets or the business, affairs, prospectus or financial condition of the Corporation, the market price of the Common Shares or the value or marketability of the Offered Securities; and
(g) the Corporation is in breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false.

The rights of termination contained in this Section 10 may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by an Agent, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions of the Corporation prior to such termination and in respect of Sections 8, 11, 12, 14, 17 and 18.

11. Indemnity

The Corporation hereby agrees to indemnify and hold the Agent, each of its subsidiaries and affiliates, and officers, directors, employees, partners, agents and successors and assigns (hereinafter referred to as the “ Indemnified Parties ”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agent, to which the Agent and/or its Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise, insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agent and its Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement to which this is attached, provided, however, that this indemnity shall not apply in respect of the Agent or its Indemnified Parties to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

i. the Agent or its Indemnified Parties have been negligent or have committed any fraudulent act or wilful misconduct in the course of such performance or breached this Agreement to which this is attached; and

ii. the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly or indirectly caused by the negligence, fraudulent act or wilful misconduct or breach referred to in (i).

If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to the Agent or insufficient to hold it harmless, then the Corporation shall contribute to the amount paid or payable by the Agent as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent on the other hand but also the relative fault of the Corporation and the Agent, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Agent as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agent hereunder pursuant to this Agreement.

The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the Corporation and/or one the Agent and any Indemnified Parties of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agent, the Agent shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by its Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by its Indemnified Parties in connection therewith shall be paid by the Corporation as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding against one or both of the Agent or any of their respective Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agent will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Agent except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Agent not so delayed in giving or failed to give the notice required hereunder.

The Corporation shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Corporation notifying the Agent in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Agent for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Agent, will keep the Agent advised of the progress thereof and will discuss with the Agent all significant actions proposed.

Notwithstanding the foregoing paragraph, the Agent shall have the right, at the Corporation's expense, to employ counsel of the Agent’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Corporation; or (ii) the Corporation has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Corporation or the Agent have advised the Agent that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Agent which are different from or in addition to those available to the Corporation (in which event and to that extent, the Corporation shall not have the right to assume or direct the defence on the Agent’s behalf) or that there is an actual or potential conflict of interest between the Corporation and the Agent or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Corporation shall not have the right to assume or direct the defence on the Agent’s behalf); provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for the Agent and Indemnified Parties.

No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Agent. No admission of liability shall be made and the Corporation shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.

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

the Indemnified Parties of the Agent and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Agent and any of the Indemnified Parties of the Agent. The foregoing provisions shall survive the completion of professional services rendered under the letter to which this is attached or any termination of the authorization given by the letter to which this is attached.

The Corporation hereby constitutes the Agent as agent and trustee for each of the other Indemnified Parties of the Corporation’s covenants under this indemnity with respect to such persons and the Agent agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

12. Survival of Representations and Warranties

The indemnities, agreements, representations, warranties and other statements of the Corporation, as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Agent and shall survive delivery of and payment for the Offered Securities or the termination of such Agent’s obligations under this Agreement for a period of thirty-six (36) months following the Closing Date, other than the representations and warranties relating to any tax matters which shall survive until the 90[th] day following the date upon which the liability to which any such tax matter may relate is barred by all applicable laws. The agreements, representations, warranties and other statements of the Agent, as set forth in this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Agent and shall survive in full force and effect for the benefit of the Corporation for a period of thirty-six (36) months following the Closing Date.

13. Severability

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

14. Time

Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

15. Entire Agreement

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof, including for greater certainty the Engagement Letter.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable in the Province of Québec.

17. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

If to the Corporation, addressed and sent to:

101-388 Grande-Allée Est Québec, QC G1R2J4 Attention: Edouard Gosselin Email: [email protected]

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

McCarthy Tétrault LLP

500 Grande-Allée East, 9[th] Floor Québec, QC G1R 2J7 Attention: Philippe Leclerc Email: [email protected]

If to the Agent, addressed and sent to:

Leede Jones Gable Inc.

1000-110 Yonge Street Toronto, ON M5C 1T4

Attention: Michael Lorimer, Managing Director Investment Banking Email: [email protected]

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

Fasken Martineau DuMoulin LLP

800 Victoria Square, Suite 3500 Montréal, QC, H4Z 1E9 Attention: Frank Mariage Email: [email protected]

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 17. Each notice shall be personally delivered to the addressee or sent by email to the addressee. A notice which is personally delivered or delivered by email shall, if delivered prior to 5:00 p.m. (Eastern time) on a Business Day, be deemed to be given and received

on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

18. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.

19. Language

The parties confirm their express wish that this Agreement and all related documents be drafted in the English language. Les parties confirment leur volonté expresse que la présente convention et tous les documents s’y rattachant soient rédigés en langue anglaise .

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If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Agent upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

LEEDE JONES GABLE INC.

Per: (s) Michael Lorimer Authorized Signatory Name: Michael Lorimer Title: Managing Director, Investment Banking

Accepted and agreed to effective as of the date of this Agreement.