Kobo Resources Inc. — M&A Activity 2023

Feb 28, 2023

Final Version

AMALGAMATION AGREEMENT

AMONG

METEORITE CAPITAL INC.

and

9454-2123 QUÉBEC INC.

and

KOBO RESOURCES INC.

FEBRUARY 10, 2023

Table of Contents

Page

	Page
	ARTICLE 1 INTERPRETATION
1.1	Defined Terms ................................................................................................... 1
1.2	References and Headings ................................................................................11
1.3	Singular/Plural; Derivatives ..............................................................................11
1.4	Statutory References ........................................................................................11
1.5	Conflicts ...........................................................................................................11
1.6	Accounting Principles .......................................................................................11
1.7	Computation of Time Periods ...........................................................................11
1.8	Knowledge .......................................................................................................11
1.9	Canadian Dollars ..............................................................................................12
1.10	Schedules .....................................................................................................12
	ARTICLE 2 AMALGAMATION
2.1	Amalgamation ..................................................................................................12
2.2	Name of Amalco ...............................................................................................12
2.3	Registered Office..............................................................................................12
2.4	Directors ...........................................................................................................12
2.5	Officers .............................................................................................................13
2.6	Financial Year End ...........................................................................................13
2.7	Authorized Capital ............................................................................................13
2.8	Amalgamation ..................................................................................................13
2.9	Effect of Certificate of Amalgamation................................................................15
2.10	Dissenting Shareholders ...............................................................................15
2.11	Outstanding Meteorite Stock Options ............................................................16
2.12	Fractional Securities .....................................................................................16
2.13	Restrictions on Securities .............................................................................16
2.14	Stated Capital ...............................................................................................16
2.15	No Restrictions on Business .........................................................................16
2.16	By-Laws ........................................................................................................16
2.17	Auditors ........................................................................................................16
2.18	Concerning the Resulting Issuer ...................................................................17
	ARTICLE 3 METEORITE GUARANTEE
3.1	Meteorite Guarantee ........................................................................................17
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF KOBO
4.1	Corporate Standing ..........................................................................................17
4.2	Power and Authority .........................................................................................18
4.3	Execution and Delivery .....................................................................................18

i

Table of Contents (continued)

	Page
4.4	Corporate Records ...........................................................................................18
4.5	No Defaults Under Applicable Law ...................................................................18
4.6	Bankruptcy .......................................................................................................18
4.7	KOBO Material Contracts .................................................................................19
4.8	Compliance with Applicable Law; Registrations ................................................19
4.9	Subsidiaries ......................................................................................................20
4.10	Partnerships or Joint Ventures ......................................................................20
4.11	Financial Statements ....................................................................................20
4.12	Auditors ........................................................................................................20
4.13	No Judgments, Lawsuits or Claims ...............................................................20
4.14	Environmental Compliance ...........................................................................20
4.15	Notice of Environmental Actions ...................................................................20
4.16	Share Capital ................................................................................................21
4.17	Dividends and Distributions...........................................................................21
4.18	Tax Matters ...................................................................................................21
4.19	Employment Matters and Employee Plans ....................................................22
4.20	KOBO Required Consents ............................................................................23
4.21	Change of Control Provisions .......................................................................23
4.22	Real Property and Leases ............................................................................23
4.23	Insider Debt ..................................................................................................23
4.24	Non-Arm's Length Transactions ....................................................................23
4.25	Finder's Fees ................................................................................................23
4.26	Operations ....................................................................................................23
4.27	Compliance with Certain Laws ......................................................................24
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF METEORITE AND SUBCO
5.1	Corporate Standing ..........................................................................................24
5.2	Power and Authority .........................................................................................24
5.3	Execution and Delivery .....................................................................................25
5.4	Corporate Records ...........................................................................................25
5.5	No Defaults Under Applicable Law ...................................................................25
5.6	Bankruptcy .......................................................................................................25
5.7	Meteorite Material Contracts ............................................................................26
5.8	Compliance with Applicable Law; Registrations ................................................26
5.9	Subsidiaries ......................................................................................................26
5.10	Partnerships or Joint Ventures ......................................................................26
5.11	Financial Statements ....................................................................................26

ii

Table of Contents (continued)

	Page
5.12	Auditors ........................................................................................................27
5.13	No Judgments, Lawsuits or Claims ...............................................................27
5.14	Share Capital ................................................................................................27
5.15	Tax Matters ...................................................................................................28
5.16	Employee Commitments ...............................................................................28
5.17	Meteorite Required Consents .......................................................................29
5.18	Change of Control Provisions .......................................................................29
5.19	Real Property and Leases ............................................................................29
5.20	Insider Debt ..................................................................................................29
5.21	Non-Arm's Length Transactions ....................................................................29
5.22	Finder's Fees ................................................................................................29
5.23	Compliance with Certain Laws ......................................................................29
5.24	Reporting Issuer Status ................................................................................30
5.25	TSXV Policies ...............................................................................................30
5.26	Share Issuance .............................................................................................30
5.27	Public Disclosure Documents .......................................................................30
5.28	No Misrepresentation ....................................................................................30
5.29	TSXV Listing .................................................................................................30
5.30	Meteorite Information ....................................................................................31
ARTICLE 6 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES
6.1	Non-Survival and Reliance ...............................................................................31
	ARTICLE 7 COVENANTS
7.1	Confidentiality ...................................................................................................31
7.2	Filings ...............................................................................................................33
7.3	Filing Statement ...............................................................................................33
7.4	Conduct of KOBO and the KOBO Subsidiaries Prior to Closing .......................35
7.5	Conduct of Meteorite and SubCo Prior to Closing ............................................36
7.6	Effects of Amalgamation...................................................................................38
7.7	Dissent Right ....................................................................................................39
	ARTICLE 8 CONDITIONS OF CLOSING
8.1	Mutual Conditions Precedent ...........................................................................39
8.2	Conditions in Favour of Meteorite .....................................................................40
8.3	Conditions in Favour of KOBO .........................................................................41
8.4	Further Assurances ..........................................................................................42
	ARTICLE 9 CLOSING ARRANGEMENTS
9.1	Closing .............................................................................................................43

iii

Table of Contents (continued)

	Page
9.2	Closing Deliveries of KOBO .............................................................................43
9.3	Closing Deliveries of Meteorite and SubCo ......................................................43
	ARTICLE 10 TERMINATION
10.1	Termination ...................................................................................................44
10.2	Effect of Termination .....................................................................................45
	ARTICLE 11 NOTICES
11.1	Delivery of Notices ........................................................................................45
11.2	Notices .........................................................................................................46
	ARTICLE 12 MISCELLANEOUS
12.1	Governing Law..............................................................................................47
12.2	Counterparts .................................................................................................47
12.3	Assignment ...................................................................................................47
12.4	Successors and Assigns ...............................................................................47
12.5	Supercedes Earlier Agreements ...................................................................47
12.6	Waiver ..........................................................................................................47
12.7	Time of the Essence .....................................................................................47
12.8	Invalidity of Provisions ..................................................................................48
12.9	Amendments ................................................................................................48
12.10	Expenses ......................................................................................................48
12.11	Public Announcements .................................................................................48
12.12	Further Assurances ......................................................................................48

iv

THIS AGREEMENT is made as of the 10[th] day of February, 2023

AMONG:

METEORITE CAPITAL INC. , a corporation incorporated under the federal laws of Canada,

-AND-

9454-2123 QUÉBEC INC. , a corporation incorporated under the laws of the province of Québec,

-AND-

KOBO RESOURCES INC. , a corporation incorporated under the laws of the province of Québec,

WHEREAS Meteorite is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Quebec whose common shares are listed on the TSXV;

WHEREAS SubCo is a wholly-owned Subsidiary of Meteorite existing under the QBCA;

AND WHEREAS Meteorite desires to acquire all of the issued and outstanding shares of KOBO by means of an amalgamation between KOBO and SubCo;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent

therewith:

• (a) " affiliate " means, in relation to any Person, any other Person that controls, is controlled by or is under common control with the first mentioned Person, and for the purposes of this definition and references in this Agreement to "affiliate", "control" means the possession, directly or indirectly, by such Person of the power to direct or cause the direction of the management and policies of the first mentioned Person, whether through the ownership of voting securities or otherwise.

• (b) “ Agency Agreement ” means the agency agreement to be entered between KOBO, Meteorite and the Agent relating, among other things, to the issue and sale of the KOBO Subscription Receipts or Meteorite Subscription Receipts, as the case may be.

• (c) “ Agent ” means Leede Jones Gable Inc.

• (d) “ Agents Compensation Warrants ” means, as part of the compensation for the services rendered by the Agents, the transferable subscription receipt warrants granted by KOBO (or by Meteorite, as the case may be), equal to 6% of the number of Subscription Receipts sold pursuant to the Concurrent Financing, each of which entitles the holder thereof to acquire KOBO Subscription Receipts (or Meteorite Subscription Receipts, as the case may be) upon payment of the exercise price of $0.25 per Agents Compensation Warrant, exercisable for a period of 24 months following the Subscription Receipt Escrow Release Date.

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• (e) “ Agents Corporate Finance Fee Warrants ” means, as part of the corporate finance fee payable to the Agents the transferable subscription receipt warrants granted by KOBO (or by Meteorite, as the case may be) equal to 2% of the number of Subscription Receipts sold pursuant to the Concurrent Financing, each of which entitles the holder thereof to acquire KOBO Subscription Receipts (or Meteorite Subscription Receipts, as the case may be) upon payment of the exercise price of $0.25 per Agents Compensation Warrant, exercisable for a period of 24 months following the Subscription Receipt Escrow Release Date.

• (f) " Agreement " means this amalgamation agreement, including its recitals and schedules, as amended from time to time.

• (g) " Agreement Default " means any material misrepresentation or material breach of warranty made by a Party, or the failure of a Party to perform or observe in any material respect any of the covenants or agreements to be performed by such Party under this Agreement or any agreement or other certificate or instrument delivered in connection herewith.

• (h) " Amalco " has the meaning ascribed thereto in Section 2.1.

• (i) " Amalco Common Shares " has the meaning ascribed thereto in Section 2.7(a).

• (j) " Amalgamation " means the amalgamation between KOBO and SubCo pursuant to section 277 of the QBCA and the other transactions contemplated by this Agreement.

• (k) " Anti-Money Laundering Laws " has the meaning ascribed thereto in Section 4.27(a).

• (l) " Applicable Law " means, in relation to any Person, transaction or event, all applicable provisions of laws, statutes, rules, regulations, official directives, published guidelines, standards, codes of practice (regardless of whether such guidelines, standards and codes of practice have been promulgated by statute or regulation), treaties, ordinances, municipal bylaws and orders of and the terms of all judgments, orders, decrees, directives, awards and writs issued by any Authorized Authority by which such Person is bound or which has application to the transaction or event in question.

• (m) " Articles of Amalgamation " means the articles of amalgamation of Amalco substantially in the form set out in Schedule 1.1(m).

• (n) " Authorization " means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Authorized Authority having jurisdiction including, but not limited to, environmental permits.

• (o) " Authorized Authority " means, in relation to any Person, transaction or event, any: (i) national, federal, provincial, state, county, municipal or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign; (ii) agency, authority, ministry, department, board, bureau, commission, instrumentality, regulatory body, professional association, licensing authority, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory, administrative or similar powers or functions of or pertaining to government; (iii) court, arbitrator, commission or body exercising judicial, quasi-judicial, administrative or similar functions; and (iv) other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange (including the TSXV), in each case having jurisdiction over such Person, transaction or event.

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• (p) " Business Day " means a day on which banks are generally open for the transaction of commercial business in Montreal, Quebec but does not in any event include a Saturday or a Sunday or a statutory holiday under Applicable Law.

• (q) " Canadian Jurisdictions " means each of the provinces of British Columbia, Alberta, Ontario and Quebec.

• (r) " Canadian Securities Laws " means all Applicable Law relating to securities in each of the Canadian Jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such provinces having the force of law, including rules of the TSXV.

• (s) " Certificate of Amalgamation " means a certificate issued by the Registrar pursuant to the QBCA to evidence the Amalgamation.

• (t) “ Change of Name ” means the change of the name of Meteorite to “ KOBO Resources Inc. / Ressources KOBO Inc. ”, or such other name as may be agreed upon by the Parties.

• (u) " Closing " means the closing of the Amalgamation.

• (v) " Closing Date " means the 2[nd] Business Day following the satisfaction or waiver of the conditions set forth in Sections 8.1, 8.2 and 8.3 (other than those conditions that by their nature are to be satisfied at Closing).

• (w) " Compelled Disclosure " has the meaning ascribed thereto in Section 7.1(d)(ii).

• (x) " Concurrent Financing " means the private placement of KOBO Subscription Receipts (or, as the case may be, of the Meteorite Subscription Receipts) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of, in the case of the Minimum Offering, $3,500,000, and, in the case of the Maximum Offering, $5,000,000, the whole pursuant to the terms of the Agency Agreement.

• (y) " Confidential Information " has the meaning ascribed thereto in Section 7.1(a).

• (z) " Constating Documents " means, in respect of a body corporate, its articles and the bylaws, or other charter documents, together with any amendments thereto or replacements thereof.

• (aa) " Contract " means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (a) lease of personal property; (b) unfilled purchase order; (c) forward commitment for supplies or materials or other forward contract; (d) derivative contract; and (e) restrictive agreement or negative covenant agreement.

• (bb) " Disclosing Party " has the meaning ascribed thereto in Section 7.1(a).

• (cc) " Dissent Rights " mean the rights of Dissenting Shareholders to dissent rights to demand the repurchase of their shares under section 372 and following of the QBCA with respect to the Amalgamation.

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• (dd) " Dissenting Shareholders " means the holders of KOBO Shares who validly exercise rights to demand the repurchase of their shares under section 372 and following of the QBCA with respect to the Amalgamation.

• (ee) " Effective Date " means the effective date set forth in the Certificate of Amalgamation issued pursuant to the QBCA in respect of the Amalgamation.

• (ff) " Effective Time " means the earliest moment on the Effective Date.

• (gg) " Employee Plans " means, with respect to a Party (the " Applicable Party "), any employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party, maintained, funded or sponsored or required to be contributed to by the Applicable Party, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Applicable Party may have or would be reasonably expected to have any material Liabilities, contingent or otherwise, except for any statutory plans to which the Applicable Party is obliged to contribute or comply with including the Canada/Quebec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker's compensation or employment insurance legislation, or similar statutory plans in the jurisdiction in which the Applicable Party operates.

• (hh) " Encumbrance " means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance secures payment or performance of an obligation.

• (ii) “ Entreprise Registrar ” means the enterprise registrar acting on behalf of the enterprise register referred to in Chapter II of the Act respecting the legal publicity of enterprises (chapter P-44.1);

• (jj) " Environmental Laws " means all Applicable Laws relating to the protection of the natural environment or any species or organisms that make use of it, public health or safety, or hazardous substances.

• (kk) “ Exchange Ratio ” has the meaning ascribed thereto in Section 2.8(b)(i).

• (ll) " Filing Statement " means the filing statement to be prepared by Meteorite and KOBO in accordance with Form 3B2 of the TSXV Corporate Finance Manual as a result of the Amalgamation constituting a Qualifying Transaction for Meteorite under the rules and policies of the TSXV.

• (mm) " Governmental Charges " means all Taxes, customs, duties, rates, levies, assessments, reassessments and other charges, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which a Person is required by any Applicable Law or Contract to pay, deduct, withhold, collect or remit to any Authorized Authority or other entities entitled to receive payment of such amounts, together with all penalties, interest and fines with respect thereto, payable to any Authorized Authority.

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• (nn) " IFRS " means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants.

• (oo) " including " and " includes " means "including, without limitation" and "includes, without limitation", respectively.

• (pp) “ ITA ” means the Income Tax Act (Canada), R.S.C.. 1985, c.1 (5[th] Supp.).

• (qq) " KOBO " means KOBO Resources Inc., a corporation incorporated under the QBCA.

• (rr) " KOBO Assets " means the assets, undertaking, property and rights of KOBO and the KOBO Subsidiary, of every kind and description and wheresoever situated, including the Contracts to which any of KOBO and the KOBO Subsidiary is a party or has rights or obligations under and all other assets and property that any of KOBO and the KOBO Subsidiary purports to own and all assets and property, including intellectual property, reflected as being owned by KOBO and the KOBO Subsidiary in their respective financial books and records.

• (ss) " KOBO Business " means the exploration and development of gold property assets located in West Africa, primarily in Côte d’Ivoire.

• (tt) “ KOBO Concurrent Financing Warrants ” means, in the case of the Minimum Offering, 7,000,000 KOBO Warrants, and in the case of the Maximum Offering, 10,000,000 KOBO Warrants, to be automatically issued to holders of KOBO Subscription Receipts (for no further consideration and with no further action on the part of the holder thereof) in accordance with the terms thereof, upon the satisfaction of certain escrow release conditions, each KOBO Concurrent Financing Warrant entitling the holder to purchase, subject to adjustment, one Kobo Share at an exercise price of $0.40 for 24 months after the Subscription Receipt Escrow Release Date.

• (uu) “ KOBO Existing Shares ” means the 56,809,749 KOBO Shares that are issued and outstanding as at the date of this Agreement.

• (vv) " KOBO Financial Statements " means, collectively, the audited financial statements of KOBO as at December 31, 2020, and as at December 31, 2021, the unaudited condensed consolidated interim financial statements of KOBO as at September 30, 2021 and as at September 30, 2022.

• (ww) “ KOBO Fundamental Representations ” means the representations and warranties of KOBO set forth in Sections 4.1, 4.2, 4.3, 4.6, , 4.16 and 4.25.

• (xx) " KOBO Information " means the information included in the Filing Statement (including information incorporated into the Filing Statement by reference) describing KOBO, the KOBO Subsidiary and the KOBO Business.

• (yy) " KOBO Material Adverse Change " or " KOBO Material Adverse Effect " means, with respect to KOBO and the KOBO Subsidiary, any fact or state of facts, circumstance, change, effect, occurrence or event that individually or in the aggregate is, or could reasonably be expected to be, material and adverse to the condition (financial or otherwise), business, assets, liabilities (whether absolute, accrued, contingent or otherwise), capitalization, results of operations or cash flows of KOBO or the KOBO

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Subsidiary, taken as a whole, other than any such change, effect, occurrence or event directly or indirectly relating to or resulting from:

• (i) conditions affecting the gold exploration and development industry generally in Western Africa, including the COVID-19 pandemic and any related interruption to the business, affairs or financial condition of KOBO or the KOBO Subsidiary, or any change, effect, occurrence or event related directly or indirectly to the COVID19 pandemic (whether now known or unknown or whether foreseeable or unforeseeable in the future);

• (ii) changes to Applicable Laws, Taxes, IFRS or changes in accounting or regulatory requirements generally applicable to the gold exploration and development industry as a whole;

• (iii) general economic, financial, currency exchange, securities or commodity market conditions in Côte d’Ivoire;

• (iv) global, national or regional political conditions, including the outbreak of war or acts of terrorism affecting the jurisdictions in which KOBO or the KOBO Subsidiary conduct business;

• (v) natural disasters;

• (vi) the failure of KOBO or the KOBO Subsidiary to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flow;

• (vii) the announcement of this Agreement and the transactions contemplated hereby, including the Amalgamation or the announcement thereof;

• (viii) any matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a Party to the other Party prior to the date of this Agreement; or

• (ix) any matter expressly consented to in writing by Meteorite after the date hereof or permitted or required by this Agreement.

• (zz) "KOBO Material Contracts" has the meaning ascribed thereto in Section 4.7.

• (aaa) “ KOBO Shares ” means, collectively, all of the issued and outstanding options to acquire common shares in the capital of KOBO.

• (bbb) “ KOBO Stock Options ” means, collectively, all of the issued and outstanding options to purchase common shares in the capital of KOBO which, as of the date of this agreement, there are 3,150,000 options, of which 400,000 options are conditional.

• (ccc) “ KOBO Subscription Receipts” means the subscription receipts to be offered by KOBO in connection with the Concurrent Financing, each Subscription Receipt convertible into one KOBO Share and one-half of one KOBO Concurrent Financing Warrant to purchase one KOBO Share.

• (ddd) “ KOBO Subscription Receipt Shares ” means, in the case of the Minimum Offering, 14,000,000 KOBO Shares, and in the case of the Maximum Offering, 20,000,000 KOBO Shares, to be automatically issued to holders of KOBO Subscription Receipts (for no further

• 7 -

consideration and with no further action on the part of the holder thereof) on the Subscription Receipt Escrow Release Date.

• (eee) “ KOBO Subsidiary ” means KOBO Ressources Côte d’Ivoire SA, a corporation incorporated under the laws of the Ivory Coast and a wholly-owned Subsidiary of KOBO.

• (fff) " KOBO Warrants " means a whole warrant of KOBO entitling the registered holder thereof to purchase one KOBO Share upon the terms and conditions set out in the applicable warrant indenture or certificate therefor.

• (ggg) " Letter of Intent " means the letter of intent between KOBO and Meteorite dated November 1, 2022.

• (hhh) " Liabilities " means all liabilities and shall include, without limitation, any indebtedness, guarantee, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidated, unliquidated, secured or unsecured, and shall include any or all liability for Taxes, irrespective of whether such Taxes are then due and payable.

• (iii) “ Maximum Offering ” means $5,000,000.

• (jjj) " Meteorite " means Meteorite Capital Inc., a capital pool company (within the meaning of the rules and policies of the TSXV) incorporated under the CBCA.

• (kkk) “ Meteorite Concurrent Financing Warrants ” means, the Meteorite common share purchase warrants, to be automatically issued to holders of Meteorite Subscription Receipts (for no further consideration and with no further action on the part of the holder thereof) in accordance with the terms thereof, upon the satisfaction of certain escrow release conditions, each Meteorite warrant entitling the holder to purchase, subject to adjustment, one Meteorite Post Consolidation Share at an exercise price of $0.40 for 24 months after the Subscription Receipt Escrow Release Date.

• (lll) “ Meteorite Consolidation ” means the consolidation of the Meteorite Shares on the basis of one Post-Consolidation Meteorite Share for each five (5) issued and outstanding preconsolidation Meteorite Shares, and the consequential consolidation of the Meteorite Stock Options in accordance with the terms thereof.

• (mmm) " Meteorite Disclosure Record " means, collectively, all documentation made publicly available by Meteorite under its profile available at www.sedar.com, including the Meteorite Financial Statements.

• (nnn) “ Meteorite Existing Shares ” means the 7,065,000 Meteorite Shares that are issued and outstanding as at the date of this Agreement.

• (ooo) " Meteorite Financial Statements " means, collectively, the unaudited interim financial statements of Meteorite for the nine-months ended September 30, 2021 and for the ninemonths ended September 30, 2022, and the audited financial statements of Meteorite for the years ended December 31, 2021 and December 31, 2022, as they appear on www.sedar.com.

• (ppp) “ Meteorite Fundamental Representations ” means the representations and warranties of Meteorite and SubCo set forth in Sections 5.1, 5.2, 5.3, 5.6, 5.14, 5.22, 5.26 and 5.29.

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• (qqq) " Meteorite Information " means the information included in the Filing Statement (including information incorporated into the Filing Statement by reference) describing Meteorite, SubCo and the business, operations and affairs of Meteorite.

• (rrr) " Meteorite Material Adverse Change " or " Meteorite Material Adverse Effect " means, with respect to Meteorite and SubCo, any fact or state of facts, circumstance, change, effect, occurrence or event that individually or in the aggregate is, or could reasonably be expected to be, material and adverse to the condition (financial or otherwise), business, affairs, assets, liabilities (whether absolute, accrued, contingent or otherwise), capitalization, results of operations or cash flows of Meteorite and SubCo, taken as a whole, other than any such change, effect, occurrence or event directly or indirectly relating to or resulting from:

• (i) changes to Applicable Laws, Taxes, IFRS or changes in accounting or regulatory requirements generally applicable to the capital markets industry as a whole;

• (ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada;

• (iii) global, national or regional political conditions, including the outbreak of war or acts of terrorism affecting the jurisdictions in which Meteorite or SubCo conducts business;

• (iv) natural disasters;

• (v) the failure of Meteorite or SubCo to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flow;

• (vi) the announcement of this Agreement and the transactions contemplated hereby, including the Amalgamation or the announcement thereof; or

• (vii) any matter expressly consented to in writing by KOBO after the date hereof or permitted or required by this Agreement.

• (sss) " Meteorite Material Contracts " has the meaning ascribed thereto in Section 5.7.

• (ttt) " Meteorite Option Plan " means the stock option plan for the directors, officers, employees and consultants of Meteorite in effect on the date hereof.

• (uuu) " Meteorite Post-Consolidation Shares " means common shares in the capital of Meteorite following the Meteorite Consolidation.

• (vvv) “ Meteorite Post-Consolidation Stock Options " means options to purchase common shares in the capital of Meteorite following the Meteorite Consolidation.

• (www) " Meteorite Shares " means common shares in the capital of Meteorite as presently constituted.

• (xxx) “ Meteorite Stock Options ” means the 565,200 Meteorite Stock Options outstanding as at the date of this Agreement, each entitling the holder to acquire one Meteorite Share, at a price of $0.15 per Meteorite Share until September 15, 2023.

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• (yyy) “ Meteorite Subscription Receipt Shares ” means the Meteorite Post Consolidation Shares to be automatically issued to holders of Meteorite Subscription Receipts (for no further consideration and with no further action on the part of the holder thereof) on the Subscription Receipt Escrow Release Date.

• (zzz) “ Meteorite Subscription Receipts ” means the subscription receipts to be offered by Meteorite in connection with the Concurrent Financing, each Subscription Receipt convertible into one Meteorite Post Consolidation Share and one-half of one Meteorite Concurrent Financing Warrant to purchase one Meteorite Post Consolidation Share.

• (aaaa) " Meteorite Material Contracts " has the meaning ascribed thereto in Section 2.8(b)(ii).

• (bbbb) “Minimum Offering ” means $3,500,000.

• (cccc) " Misrepresentation " and " Material Fact " have the meanings ascribed thereto under the Securities Act (Quebec).

• (dddd) " Ordinary Course " means, with respect to any actions taken by a Party, as applicable, that such action is consistent with the past practices of such Party, as applicable, and is taken in the ordinary course of the normal day to day operations of such Party, as applicable and in the cases of KOBO, KOBO C.I. having regard to the fact that each of KOBO and KOBO C.I. is at a development stage and that such actions may be inconsistent with past practices of such party.

• (eeee) " Outside Date " means March 31, 2023.

• (ffff) " Parties " means each of Meteorite, SubCo and KOBO, and " Party " means one of them.

• (gggg) " Permitted Encumbrances " means: (a) any overriding royalties, net profits interests or other Encumbrances applicable to the interests of KOBO in the KOBO Assets; (b) easements, rights of way, servitudes or other similar rights, including rights of way for highways, railways, sewers, drains, gas or oil pipelines, gas or water mains, electric light, power, telephone or cable television towers, poles, and wires; (c) the regulations and any rights reserved to or vested in any Authorized Authority to levy Taxes or to control or regulate KOBO's interests in any manner, including the right to control or regulate production rates and the conduct of operations; (d) undetermined or inchoate liens incurred or created in the Ordinary Course as security for KOBO's share of the costs and expenses of the development or operation of any of its assets, which costs and expenses are not delinquent as of the Effective Time; (f) undetermined or inchoate mechanics' liens and similar liens for which payment for services rendered or goods supplied is not delinquent as of the Effective Time; (g) liens for Taxes, assessments, and Governmental Charges that are not due and payable or delinquent; (h) liens incurred or created in the Ordinary Course as security in favour of a Person that is conducting the development or operation of the property to which such liens relate for charges, costs or expenses that are not due and payable or delinquent; (i) any Encumbrances under KOBO's existing credit agreements or the security provided thereunder; and (j) the Encumbrances listed and described in Schedule 1.1(gggg).

• (hhhh) " Person " means any person and includes an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization, a union, an Authorized Authority or any department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual.

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• (iiii) " QBCA " means the Business Corporations Act (Québec).

• (jjjj) " Recipient " has the meaning ascribed thereto in Section 7.1(a).

• (kkkk) " Representatives " has the meaning ascribed thereto in Section 7.1(a).

• (llll) " SubCo " means 9454-2123 Québec Inc., a corporation incorporated under the QBCA on November 11, 2021.

• (mmmm) " SubCo Shares " means the common shares in the capital of SubCo.

• (nnnn) “ Subscription Receipts ” means collectively, the KOBO Subscription Receipts and the Meteorite Subscription Receipts..

• (oooo) “ Subscription Receipt Escrow Release Date ” means the date that the aggregate proceeds from the sale of the Subscription Receipts are released by the Subscription Receipt Escrow Agent.

• (pppp) " Subsidiary " means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof or over which the specified body corporate holds more than 50% of the votes for the directors thereof and will include any body corporate, partnership, joint venture or other Person (other than an individual) over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate.

• (qqqq) "Tax Returns" means all returns, reports, declarations, elections, notices, filings, information returns, and statements in respect of Taxes that are filed or required to be filed with any applicable Authorized Authority, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form.

• (rrrr) " Taxes " means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, carbon taxes transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, pension plan premiums and contributions, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, GST/HST, sales taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Authorized Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties.

(ssss) " TSXV " means the TSX Venture Exchange.

• (tttt) " TSXV Escrow Agreement " means the escrow agreement to be entered into among Meteorite, TSX Trust Company and certain shareholders of KOBO in compliance with the rules and policies of the TSXV, with the securities subject to such agreement to be released in accordance with the rules and policies of the TSXV.

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1.2 References and Headings

The references "hereunder", "herein", "hereby" and "hereof" refer to the provisions of this Agreement and references to Articles, Sections and Schedules herein refer to articles, sections or schedules of this Agreement. Any reference to time shall refer to Montreal time. The headings of the Articles, Sections, Schedules and any other headings, captions or indices herein are inserted for convenience of reference only and shall not be used in any way in construing or interpreting any provision hereof.

1.3 Singular/Plural; Derivatives

Whenever the singular or masculine or neuter is used in this Agreement, it shall be interpreted as meaning the plural or feminine or body politic or corporate, and vice versa, as the context requires. Where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires.

1.4 Statutory References

Any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing the statute so referred to or the regulations made pursuant thereto.

1.5 Conflicts

If there is any conflict or inconsistency between a provision of the body of this Agreement and that of any Schedule hereto or any document delivered pursuant to this Agreement, the provision of the body of this Agreement shall prevail.

1.6 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.7 Computation of Time Periods

Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement shall exclude the first day and include the last day of such period. If the time limited for the performance or completion of any matter under this Agreement expires or falls on a day that is not a Business Day, the time so limited shall extend to the next following Business Day. To the extent that interest is calculated for a period ending on a day that is not a Business Day, the last day of such period, for the purposes of calculating interest, shall extend to the next following Business Day.

1.8 Knowledge

Where any representation, warranty or other statement in this Agreement is expressed to be made by a Party to its knowledge or is otherwise expressed to be limited in scope to facts or matters of which a Party is aware, it shall mean such knowledge as is actually known to the senior officers of such Party, without inquiry.

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1.9 Canadian Dollars

All dollar amounts referred to in this Agreement are in Canadian funds, unless otherwise indicated herein. All payments contemplated herein shall be by wire transfer, certified cheque or bank draft issued by a Canadian bank or such other transfer of immediately available funds as may be acceptable to the Parties.

1.10 Schedules

The following Schedules are attached hereto and made part of this Agreement:

Schedule	1.1(m)	Articles of Amalgamation
Schedule	1.1(gggg)	Permitted Encumbrances
Schedule	2.7(b)	Authorized Capital
Schedule	4.7	KOBO Material Contracts
Schedule	4.20	KOBO Required Consents
Schedule	4.25	Finder’s Fees
Schedule	5.7	Meteorite Material Contracts
Schedule	5.17	Meteorite Required Consents

ARTICLE 2 AMALGAMATION

2.1 Amalgamation

Meteorite, SubCo and KOBO agree that KOBO and SubCo shall amalgamate, pursuant to the provisions of the QBCA, and continue as one corporation (" Amalco ") effective at the Effective Time upon and subject to the terms and conditions and in the manner set out in this Agreement.

2.2 Name of Amalco

The name of Amalco will be “BOKO Resources Inc. / Ressources BOKO Inc.”, or such other name acceptable to KOBO.

2.3 Registered Office

The head and registered office of Amalco will be situated in the Province of Quebec at 101388 Grande Allée E., Québec QC G1R 2J4.

2.4 Directors

The number of directors of Amalco will be a minimum of one and a maximum of ten.

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The number of first directors of Amalco shall be six. Effective as of the Closing and subject to prior TSXV approval in connection with the Amalgamation, the following persons will be the first directors of Amalco:

Name	Place of Residence
Edward Gosselin	Québec, Québec
Patrick Gagnon	Bromont, Québec
Frank Ricciuti	Oakville, Ontario
Jeff Hussey	Montreal West, Québec
Paul Sarjeant	Burlington, Ontario
Charles R. Spector	Montreal, Québec

The first directors shall hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected. The subsequent directors shall be elected each year thereafter as provided for in the bylaws of Amalco. The management and operation of the business and affairs of Amalco shall be under the control of the board of directors as it is constituted from time to time.

The number of directors within the minimum and maximum number set out in Section 2.4 may be determined from time to time by resolution of the directors. Any vacancy among the directors resulting from an increase in the number of directors as so determined may be filled by resolution of the directors.

2.5 Officers

Effective as of the Closing and subject to prior TSXV approval in connection with the Amalgamation, the initial officers of Amalco will be:

Name	Title
Edward Gosselin	Chief Executive Officer and Corporate Secretary
Paul Sarjeant	President and Chief Operating Officer
Gilles Couture	Chief Financial Officer

2.6 Financial Year End

The financial year-end of Amalco will be December 31.

2.7 Authorized Capital

• (a) Amalco will be authorized to issue an unlimited number of common shares (the " Amalco Common Shares ").

• (b) The rights, privileges, restrictions and conditions attaching to the Amalco Common Shares are set forth in Schedule 2.7(b).

2.8 Amalgamation

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On the Effective Date and after the Meteorite Consolidation, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

• (a) SubCo and KOBO shall amalgamate to form Amalco, a corporation subsisting under the QBCA.

• (b) Immediately upon the Amalgamation, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:

• (i) each KOBO Share issued and outstanding before the Effective Time (including those KOBO Shares issued in connection with the conversion of the KOBO Subscription Receipts) shall be cancelled without any repayment of capital in respect thereof and its holder shall receive 1 (one) (the “ Exchange Ratio ”) fully paid and non-assessable Meteorite Post-Consolidation Share;

• (ii) each KOBO Warrant issued and outstanding before the Effective Time including those shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor 1 (one) common share purchase warrant of Meteorite (a “ Meteorite Warrant ”), with each Meteorite Warrant entitling the holder thereof to acquire 1 (one) Meteorite Post-Consolidation Share;

• (iii) each KOBO Stock Option issued and outstanding before the Effective Time shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor one Meteorite Post Consolidation Stock Option, with each whole Meteorite Stock Option entitling the holder thereof to acquire one Meteorite Post-Consolidation Share, at the fixed price of such KOBO Stock Option; and

• (iv) each SubCo Share issued and outstanding immediately before the Effective Time shall be replaced by one Amalco Common Share.

The following table provides details of all securities of Meteorite that are expected to be outstanding upon Closing:

Number and Designation of Securities of KOBO Immediately Prior to the Amalgamation	Number and Designation of Securities of Meteorite Immediately Prior to the Consolidation and the Amalgamation
56,809,749 KOBO Existing Shares 4,250,034 KOBO Warrants 3,150,000 KOBO Stock Options	7,065,000 Meteorite Existing Shares 565,200 Meteorite Stock Options

Number and Designation of Securities of Kobo and Meteorite issued as part of the Concurrent Financing

Up to 20,000,000 KOBO Concurrent Financing Shares or Meteorite Concurrent Financing Shares

Up to 10,000,000 KOBO Concurrent Financing Warrants or Meteorite Concurrent Financing Warrants

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Up to 1,600,000 Agents Compensation Warrants and Corporate Finance Fee Warrants

Number and Designation of Securities of Meteorite Further to the Consolidation	Number and Designation of Securities of Meteorite upon Closing
1,413,000 Meteorite Post-Consolidation Shares 113,040 Meteorite Post-Consolidation Stock Options	58,222,749 Meteorite Shares 4,250,034 Meteorite Warrants 3,263,040 Meteorite Stock Options

Number and Designation of Securities of Meteorite upon Closing, assuming completion of the Maximum Offering

Up to 78,222,749 Meteorite Shares

Up to 14,250,034 Meteorite Warrants

Up to 1,600,000 Agents Compensation Warrants and Corporate Finance Fee Warrants

3,263,040 Meteorite Stock Options

2.9 Effect of Certificate of Amalgamation

On the Effective Date: (a) the Amalgamation of KOBO and SubCo shall become effective; (b) the property of each of KOBO and SubCo shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of each of KOBO and SubCo; (d) any existing cause of action, claim or liability to prosecution shall be unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against either KOBO or SubCo may be continued to be prosecuted by or against Amalco; and (f) a conviction against, or ruling, order or judgment in favour of or against, either KOBO or SubCo may be enforced by or against Amalco.

2.10 Dissenting Shareholders

KOBO Shares which are held by a Dissenting Shareholder shall not be exchanged for Post-Consolidation Meteorite Shares pursuant to the Amalgamation. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder's claim under section 372 and following of the QBCA or forfeits such Dissenting Shareholder's right to make a claim under section 372 and following of the QBCA or if his rights as a KOBO shareholder are otherwise reinstated, such KOBO shareholder's KOBO Shares shall thereupon be deemed to have been exchanged for Meteorite Post-Consolidation Shares as of the Effective Date as prescribed herein. KOBO shareholders entitled to vote may exercise Dissent Rights with respect to their KOBO Shares in connection with the Amalgamation pursuant to and in the manner set forth under section 372 and following of the QBCA. KOBO shall give Meteorite prompt notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such Dissent Rights and received by KOBO and shall promptly provide Meteorite with copies of such notices and written objections and all other correspondence related thereto.

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2.11 Outstanding Meteorite Stock Options

At the Effective Time, the Meteorite Post-Consolidation Stock Options outstanding immediately before the Effective Time shall continue in effect unamended, subject to any adjustment to the number of Meteorite Stock Options or exercise price in accordance with the Meteorite Option Plan.

2.12 Fractional Securities

No fractional securities of Meteorite will be issued pursuant to the Amalgamation. In the event that a securityholder of KOBO would otherwise be entitled to a fractional security, no cash consideration shall be paid to the securityholder and the number of securities of Meteorite issued to such securityholder shall be rounded down to the next greater whole number of such security. In calculating such fractional interests, all securities of Meteorite, as the case may be, registered in the name of or beneficially held by a Meteorite securityholder or their nominee shall be aggregated.

2.13 Restrictions on Securities

The Parties acknowledge and agree that the securities of Meteorite to be issued to KOBO securityholders pursuant to the terms and conditions provided herein will be subject to compliance with Canadian Securities Laws. In particular, KOBO acknowledges and agrees that in accordance with the rules and policies of the TSXV, securities of Meteorite issued to certain KOBO securityholders will be subject to the TSXV Escrow Agreement and/or seed share resale restrictions under the rules and policies of the TSXV and Canadian Securities Laws.

The Parties acknowledge and agree that the securities of Meteorite to be issued to holders of the Meteorite Subscription Receipts pursuant to the terms and conditions provided therein will be subject to a trading restriction of four months and one day from the Subscription Receipt Escrow Release Date. The Parties acknowledge and agree that in accordance with the rules and policies of the TSXV, securities of Meteorite issued to certain KOBO securityholders may be subject to the TSXV Escrow Agreement and/or seed share resale restrictions under the rules and policies of the TSXV and Canadian Securities Laws.

2.14 Stated Capital

The amounts to be added on the Effective Date to the stated capital accounts to be maintained by Amalco will be determined by KOBO in accordance with IFRS.

2.15 No Restrictions on Business

There will be no restrictions on the business Amalco may carry on or on the powers Amalco

may exercise.

2.16 By-Laws

The by-laws of Amalco will be in the form of by-laws of KOBO in effect at the Effective Time, such by-laws after the Effective Time to be supplemented, amended or repealed in accordance with the provisions of the QBCA relating to the making, amending and repealing of bylaws.

2.17 Auditors

The auditors of Amalco, until the first annual meeting of shareholders, will be BDO Canada LLP unless they resign or are removed in accordance with the QBCA.

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2.18 Concerning the Resulting Issuer

At the Effective Time and subject to delivery of applicable mutual releases acceptable to Meteorite and KOBO, each acting reasonably, Meteorite shall deliver the sequential resignations of each director and officer of Meteorite, except for Charles Spector who will remain a director of Meteorite, so that the following individuals can be appointed in their stead:

Directors:

Name	Place of Residence
Edward Gosselin	Québec, Québec
Patrick Gagnon	Bromont, Québec
Frank Ricciuti	Oakville, Ontario
Jeff Hussey	Montreal West, Québec
Paul Sarjeant	Burlington, Ontario

Officers:

Name	Title
Edward Gosselin	Chief Executive Officer and Corporate Secretary
Paul Sarjeant	President and Chief Operating Officer
Gilles Couture	Chief Financial Officer

ARTICLE 3 METEORITE GUARANTEE

3.1 Meteorite Guarantee

Meteorite hereby unconditionally and irrevocably guarantees the performance by SubCo of each and every covenant and obligation of SubCo arising under this Agreement. Meteorite hereby agrees that KOBO shall not have to proceed first against SubCo before exercising its rights under this guarantee against Meteorite.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF KOBO

KOBO represents and warrants to Meteorite as follows and acknowledges and confirms that Meteorite is relying on such representations and warranties in connection with its entering into this Agreement. The representations and warranties are provided in the context of the Amalgamation and completion of all or any part of the Amalgamation will not constitute a violation of any of the representations and warranties set forth below.

4.1 Corporate Standing

Each of KOBO and the KOBO Subsidiary is a valid and subsisting corporation under the laws of their constitution, respectively, and is duly qualified or registered to transact business in each jurisdiction in which failure to be so qualified or registered would result in a KOBO Material Adverse Effect.

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4.2 Power and Authority

KOBO has all requisite corporate power, authority and approvals to enter into this Agreement and each of the other agreements and instruments to be delivered by KOBO concurrently herewith, as required for completion of the Amalgamation, and to perform all of its obligations hereunder and thereunder, and this Agreement has been, and such other agreements and instruments that are required hereunder to be delivered by KOBO shall be, duly executed and delivered by KOBO and constitute, and will constitute, legal, valid and binding obligations of KOBO enforceable against KOBO in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

4.3 Execution and Delivery

• The execution and delivery of this Agreement and each of the agreements and instruments

• to be delivered pursuant to the Amalgamation by KOBO, and the completion by KOBO of the transactions contemplated hereby and thereby, do not and will not: (a) 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, would result in a breach of or constitute a default under, any term or provision of the articles, bylaws or resolutions (whether of the directors, a committee of the directors or the shareholders) of KOBO or the KOBO Subsidiary, any Applicable Law, any indenture, mortgage, note, Contract (written or oral), instrument or other document to which any of KOBO, or the KOBO Subsidiary is a party or by which either of, it is bound, or any judgment, decree, order, statute, rule, policy, instrument or regulation applicable to any of KOBO or the KOBO Subsidiary which default or breach might reasonably be expected to have a KOBO Material Adverse Effect; or

• (b) create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, Contract (written or oral), instrument or other document to which any of KOBO or the KOBO Subsidiary is a party or by which it is bound which, upon exercise of such right, might reasonably be expected to have a KOBO Material Adverse Effect.

4.4 Corporate Records

The corporate records and minute books of each of KOBO and the KOBO Subsidiary are complete and true and correct in all material respects and the minute books contains copies of the Constating Documents of KOBO and the KOBO Subsidiary and minutes of all meetings of the directors, committees of directors and shareholders of KOBO and the KOBO Subsidiary and of all written resolutions of such directors, committees and shareholders and all such meetings were duly called and properly held and all such resolutions were properly adopted.

4.5 No Defaults Under Applicable Law

Neither KOBO nor the KOBO Subsidiary has received any notice of, and to the knowledge of KOBO neither of KOBO or the KOBO Subsidiary is in default or violation of, any material order, rule, regulation, writ, injunction or decree of any court or Authorized Authority, statute, regulation, rule, policy or bylaw which has a KOBO Material Adverse Effect.

4.6 Bankruptcy

• (a) No action or proceeding has been commenced or filed by or against any of KOBO or the KOBO Subsidiary which seeks or would reasonably be expected to lead to:

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• (i) receivership, bankruptcy, a commercial proposal or similar proceeding of any of KOBO or the KOBO Subsidiary;

• (ii) the adjustment or compromise of claims against any of KOBO or the KOBO Subsidiary; or

• (iii) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for KOBO or the KOBO Subsidiary or any portion of their assets, and no such action or proceeding has been authorized or is being considered by or on behalf of any of KOBO or the KOBO Subsidiary

• (b) Neither KOBO nor the KOBO Subsidiary:

• (i) has made, or is considering making, an assignment for the benefit of their respective creditors; or

• (ii) has requested, or is considering requesting, a meeting of its respective creditors to seek a reduction, compromise, composition or other accommodation with respect to its respective indebtedness.

4.7 KOBO Material Contracts

Schedule 4.7 lists: (a) every Contract to which any of KOBO or the KOBO Subsidiary is a party requiring payment by or to any of KOBO or the KOBO Subsidiary of an amount in any one year in the aggregate of $25,000,000; (b) every Contract to which any of KOBO or the KOBO Subsidiary is a party that has or would reasonably be expected to have any material direct or indirect effect (by license, assignment or otherwise) on the KOBO Assets or the KOBO Business; and (c) every Contract to which any of KOBO or the KOBO Subsidiary is a party with any directors, officers, shareholders, consultants or key employees of KOBO or the KOBO Subsidiary, but excluding employment Contracts (the " KOBO Material Contracts "). Each of the KOBO Material Contracts constitutes a legally valid and binding agreement of KOBO or the KOBO Subsidiary, as applicable, enforceable in accordance with their respective terms and, to the knowledge of KOBO, no party thereto is in default in the observance or performance of any term or obligation to be performed by it under any such KOBO Material Contract and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a KOBO Material Adverse Effect. Neither KOBO nor the KOBO Subsidiary has received any written notice that any party to a KOBO Material Contract intends to cancel, terminate or not renew its relationship with KOBO, the KOBO Subsidiary, as applicable, and to the knowledge of KOBO, no such action is pending or threatened.

4.8 Compliance with Applicable Law; Registrations

• (a) KOBO and the KOBO Subsidiaries have complied and are complying in all material respects with all Applicable Law respecting KOBO, and the KOBO Subsidiary and the conduct of the KOBO Business except for any non-compliance which would not have a KOBO Material Adverse Effect.

• (b) KOBO and the KOBO Subsidiary have all requisite power and authority and have all necessary registrations, licenses and permits to carry on the KOBO Business as now conducted by them and to own, lease and operate their properties and assets and all such licenses, registrations or qualifications which are material are valid and existing in good standing, except to the extent that the failure to have such registrations, licences and permits or to have such licenses, registration or qualifications in good standing, either

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individually or in the aggregate, would reasonably be expected to have a KOBO Material Adverse Effect.

4.9 Subsidiaries

Other than the KOBO Subsidiary, which are wholly owned directly or indirectly by KOBO, KOBO has no subsidiaries as that term is defined in the QBCA.

4.10 Partnerships or Joint Ventures

Neither KOBO nor the KOBO Subsidiary is a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind or is party to any agreement under which any of KOBO, the KOBO Subsidiary agrees to carry on any part of the KOBO Business or any other activity in such manner or by which any of KOBO, the KOBO Subsidiary agrees to share any revenue or profit with any other Person.

4.11 Financial Statements

The KOBO Financial Statements have been prepared in accordance with IFRS, and fairly, completely and accurately present in all material respects the financial position of KOBO and its results of operations and there has been no material adverse change in the financial position of KOBO since the date thereof and the KOBO Business has been carried on in the Ordinary Course since the date thereof.

4.12 Auditors

The auditors of KOBO, BDO LLP, who audited the financial statements of KOBO for the year ended December 31, 2021, and who provided their audit report thereon, are independent public accountants as required under applicable legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations ) with the present auditors of KOBO.

4.13 No Judgments, Lawsuits or Claims

There are no outstanding judgments against either of KOBO or the KOBO Subsidiary or any consent decrees or injunctions to which either of KOBO or the KOBO Subsidiary is subject or by which its respective assets are bound and there are no claims, proceedings, actions or lawsuits in existence, or, to KOBO's knowledge, threatened or asserted, against either of KOBO or the KOBO Subsidiary with respect to any of the assets or interests therein of either of KOBO or the KOBO Subsidiary that would have a KOBO Material Adverse Effect, including environmental actions or claims, or, to KOBO’s knowledge which affect or may affect the distribution of the Transferred KOBO Shares or which would impair the ability of KOBO to consummate the Amalgamation or to duly observe and perform any of its covenants or obligations contained in this Agreement or the agreements contemplated herein and KOBO is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success.

4.14 Environmental Compliance

Each of KOBO and the KOBO Subsidiaries has conducted, and is conducting, the KOBO Business in compliance in all material respects with all Environmental Laws of each jurisdiction in which it carries on the KOBO Business except for any non-compliance which would not have a KOBO Material Adverse Effect.

4.15 Notice of Environmental Actions

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Neither KOBO nor the KOBO Subsidiary:

• (a) has received any notice of, or been prosecuted for, an offence alleging non-compliance with any Environmental Laws;

• (b) has settled any allegation of non-compliance of any Environmental Laws short of prosecution; or

• (c) has received notice of any orders or directions from an Authorized Authority relating to violations of Environmental Laws requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of KOBO on a consolidated basis.

4.16 Share Capital

• (a) The authorized share capital of KOBO consists of an unlimited number of KOBO Shares. As of the date of this Agreement, 56,809,749 KOBO Shares are issued and outstanding in the capital of KOBO. All of the issued KOBO Shares have been duly and validly issued in compliance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of KOBO.

• (b) The authorized share capital of the KOBO Subsidiary consists of an unlimited number of class A shares, of which 2,000 class A shares are issued and outstanding and are held by KOBO. The KOBO Subsidiary shares have been duly and validly issued in compliance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of the KOBO Subsidiary.

• (c) Neither KOBO nor the KOBO Subsidiary has any agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by any of KOBO, the KOBO Subsidiary of, any KOBO Shares, shares of the KOBO Subsidiary or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any KOBO Shares or the shares of the KOBO Subsidiary.

4.17 Dividends and Distributions

No dividends or other distributions have been authorized, declared or paid in respect of the

KOBO Shares.

4.18 Tax Matters

• (a) KOBO is, immediately before the Amalgamation, a "taxable Canadian corporation" for purposes of the ITA.

• (b) KOBO has prepared and filed when due with each relevant Authorized Authority all Tax Returns required to be filed by or on behalf of it in respect of any Taxes. All such Tax Returns are correct and complete in all material respects. No extension of time in which to file any such Tax Returns is in effect. No Authorized Authority has asserted that KOBO is required to file Tax Returns or pay any Taxes in any jurisdiction where it does not do so.

• (c) KOBO has paid in full and when due all Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments.

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• (d) No assessments or reassessments of the Taxes of KOBO are currently the subject of an objection or appeal. KOBO has not executed or filed with any Authorized Authority any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes.

• (e) KOBO has withheld from each payment made to any Person, including any of its present or former employees, officers and directors, and all Persons who are or are deemed to be non-residents of Canada for purposes of the ITA, all amounts required by Applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Authorized Authority. KOBO has remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable or required to be withheld and remitted by it in respect of its employees to the appropriate Authorized Authority within the time required under Applicable Law.

• (f) KOBO has maintained and continues to maintain at its place of business in Canada all records and books of account required to be maintained under the ITA, the Excise Tax Act (Canada) and any comparable Applicable Law of any province or territory in Canada, including Applicable Laws relating to sales and use taxes.

4.19 Employment Matters and Employee Plans

• (a) KOBO and the KOBO Subsidiary have no full-time employees.

• (b) Neither KOBO nor the KOBO Subsidiary has any Employee Plans of any nature whatsoever.

• (c) Neither KOBO nor the KOBO Subsidiary is a party to a collective bargaining agreement. To the knowledge of KOBO, there are no union organizing efforts being made at KOBO nor any KOBO Subsidiary.

• (d) KOBO, and the KOBO Subsidiary are operating in material compliance with Applicable Law relating to employees, including employment standards, human rights, occupational health and safety, and all pay equity and employment equity legislation, other than such non-compliance which would not reasonably be expected to have a KOBO Material Adverse Effect.

• (e) To the knowledge of KOBO there are no complaints or threatened complaints against KOBO or the KOBO Subsidiary before any employment standards branch or tribunal or human rights commission or tribunal, nor any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers' compensation legislation or pay equity legislation.

• (f) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers' compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon KOBO or the KOBO Subsidiary or refrain from doing any act or place a material financial obligation on KOBO or the KOBO Subsidiary.

• (g) Neither the execution and delivery of this Agreement nor the performance of the obligations of KOBO thereunder will entitle any current or former employee of KOBO or of the KOBO Subsidiaries to any severance pay, bonus or other similar payment.

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4.20 KOBO Required Consents

There is no requirement to obtain any consent, approval or waiver of a party under any Contract to which KOBO or the KOBO Subsidiary is a party to in connection with the Amalgamation, except for the consents, approvals and waivers described in Schedule 4.20.

4.21 Change of Control Provisions

Neither KOBO nor the KOBO Subsidiary is a party to or bound by any written or oral agreement or instrument under which the Amalgamation would require a payment of any amount or cause the acceleration of the payment of any amount by KOBO or the KOBO Subsidiary.

4.22 Real Property and Leases

Except as disclosed in Schedule 4.22, neither KOBO nor the KOBO Subsidiary has any right, title or interest in any real property or is a party to any lease or agreement in the nature of a lease (other than office, vehicle or equipment leases entered into in the Ordinary Course), whether as lessor or lessee, other than as set forth in the KOBO Financial Statements.

4.23 Insider Debt

None of the directors, former directors, officers, former officers, shareholders, former shareholders or employees of KOBO or the KOBO Subsidiary or any Person not dealing at arm's length with any of the foregoing is indebted to KOBO or the KOBO Subsidiary, except for any indebtedness which may be owing between KOBO and the KOBO Subsidiary.

4.24 Non-Arm's Length Transactions

• Other than as set forth in or otherwise permitted by the terms of the applicable employment

• agreements, no officer or employee of KOBO or of the KOBO Subsidiary and no entity that is an affiliate or associate of one or more of such individuals: (a) owns, directly or indirectly, in whole or in part, any property that KOBO or the KOBO Subsidiary uses in the operation of the KOBO Business; or

• (b) has any cause of action or other claim whatsoever against KOBO or the KOBO Subsidiary in connection with the KOBO Business.

4.25 Finder's Fees

Except as disclosed in Schedule 4.25, neither KOBO nor the KOBO Subsidiary or has retained, nor will it retain, any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated.

4.26 Operations

• (a) Neither KOBO nor the KOBO Subsidiaries warrants title to the KOBO Assets but each does warrant that it has not done any act or thing whereby any of the KOBO Assets may be encumbered, alienated, cancelled or terminated and that the KOBO Assets are now, free and clear of all Encumbrances, except Permitted Encumbrances; and

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• (b) Neither KOBO nor the KOBO Subsidiary has received notice of any proceedings relating to the revocation or modification of any of the licenses, registrations, permits, authorities or qualifications that are required and necessary under Applicable Law to operate the KOBO Assets as presently operated.

4.27 Compliance with Certain Laws

• (a) The operations of KOBO and the KOBO Subsidiary are and have been conducted at all times in compliance with the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Authorized Authorities to which they are subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the " Anti-Money Laundering Laws "), and no action, suit or proceeding by or before any Authorized Authorities or any arbitrator involving KOBO or the KOBO Subsidiary with respect to the Anti-Money Laundering Laws is, to the knowledge of KOBO, pending or threatened.

• (b) Neither KOBO, nor the KOBO Subsidiary nor, to the knowledge of KOBO, any director, officer, employee, agent or other Person acting on behalf of KOBO or the KOBO Subsidiary has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada) or any other Applicable Law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF METEORITE AND SUBCO

Meteorite and SubCo solidarily represent and warrant to KOBO as follows and acknowledge and confirm that KOBO is relying on such representations and warranties in connection with its entering into this Agreement. The representations and warranties are provided in the context of the Amalgamation and completion of all or any part of the Amalgamation will not constitute a violation of any of the representations and warranties set forth below.

5.1 Corporate Standing

Each of Meteorite and SubCo is a valid and subsisting corporation under the laws of their constitution, respectively, and is duly qualified or registered to transact business in each jurisdiction in which failure to be so qualified or registered would result in a Meteorite Material Adverse Effect.

5.2 Power and Authority

• (a) Each of Meteorite and SubCo have all requisite corporate power, authority and approvals (including shareholder approval) to enter into this Agreement and each of the other agreements and instruments to be delivered by Meteorite and SubCo concurrently herewith, as required for completion of the Amalgamation, and to perform all of their obligations hereunder and thereunder, including the Meteorite Consolidation and the Change of Name, and this Agreement has been, and such other agreements and instruments that are required hereunder to be delivered by Meteorite and SubCo shall be, duly executed and delivered by Meteorite and SubCo, as applicable, and constitute, and will constitute, legal, valid and binding obligations of Meteorite and SubCo, as applicable, enforceable against such Party in accordance with their respective terms, except as may

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be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

5.3 Execution and Delivery

The execution and delivery of this Agreement and each of the agreements and instruments to be delivered pursuant to the Amalgamation by Meteorite and SubCo, and the completion by Meteorite and SubCo of the transactions contemplated hereby and thereby, including the Meteorite Consolidation and the Change of Name, do not and will not:

• (a) 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, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions (whether of the directors, a committee of the directors or the shareholders) of Meteorite or SubCo, any Applicable Law, any indenture, mortgage, note, Contract (written or oral), instrument or other document to which Meteorite or SubCo is a party or by which either of it is bound, or any judgment, decree, order, statute, rule, policy, instrument or regulation applicable to Meteorite or SubCo; or

• (b) create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, Contract (written or oral), instrument or other document to which Meteorite or SubCo is a party or by which either of is bound which, upon exercise of such right.

5.4 Corporate Records

The corporate records and minute books of each of Meteorite and SubCo are complete, true and correct in all material respects and the minute books contains copies of the Constating Documents of each of Meteorite and SubCo and minutes of all meetings of the directors, committees of directors and shareholders of each of Meteorite and SubCo and of all written resolutions of such directors, committees and shareholders and all such meetings were duly called and properly held and all such resolutions were properly adopted.

5.5 No Defaults Under Applicable Law

Neither Meteorite nor SubCo has received any notice of, and to the knowledge of Meteorite neither of Meteorite or SubCo is in default or violation of, any material order, rule, regulation, writ, injunction or decree of any court or Authorized Authority, statute, regulation, rule, policy or bylaw which has an Meteorite Material Adverse Effect.

5.6 Bankruptcy

• (a) No action or proceeding has been commenced or filed by or against Meteorite or SubCo which seeks or would reasonably be expected to lead to:

• (i) receivership, bankruptcy, a commercial proposal or similar proceeding of Meteorite or SubCo;

• (ii) the adjustment or compromise of claims against Meteorite or SubCo; or

• (iii) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for Meteorite or SubCo or any portion of its assets, and no such action or

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proceeding has been authorized or is being considered by or on behalf of Meteorite or SubCo.

• (b) Neither Meteorite nor SubCo has:

• (i) made, and is not considering making, an assignment for the benefit of their respective creditors; or

• (ii) requested, and is not considering requesting, a meeting of its respective creditors to seek a reduction, compromise, composition or other accommodation with respect to its respective indebtedness.

5.7 Meteorite Material Contracts

Schedule 5.7 lists every Contract to which Meteorite or SubCo is a party (the " Meteorite Material Contracts "). Each of the Meteorite Material Contracts constitutes a legally valid and binding agreement of Meteorite or SubCo enforceable in accordance with their respective terms and, to the knowledge of Meteorite, no party thereto is in default in the observance or performance of any term or obligation to be performed by it under any such Meteorite Material Contract and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have an Meteorite Material Adverse Effect. Neither Meteorite nor SubCo has received any written notice that any party to an Meteorite Material Contract intends to cancel, terminate or not renew its relationship with Meteorite or SubCo and to the knowledge of Meteorite, no such action is pending or threatened.

5.8 Compliance with Applicable Law; Registrations

• (a) Meteorite and SubCo have complied and are complying in all material respects with Applicable Law respecting Meteorite and SubCo and the conduct of Meteorite's and SubCo’s business, except for any non-compliance which would not have an Meteorite Material Adverse Effect.

• (b) Each of Meteorite and SubCo has all requisite power and authority and have all necessary registrations, licenses and permits to carry on their business as now conducted by them and to own, lease and operate their properties and assets and all such licenses, registrations or qualifications which are material are valid and existing in good standing.

5.9 Subsidiaries

Other than SubCo, a corporation incorporated under the QBCA and wholly owned by Meteorite, Meteorite has no subsidiaries as that term is defined in the CBCA.

5.10 Partnerships or Joint Ventures

Neither Meteorite nor SubCo is a partner or participant in any partnership, joint venture, profitsharing arrangement or other association of any kind or is party to any agreement under which Meteorite or SubCo agrees to carry on any part of the business of Meteorite or SubCo or any other activity in such manner or by which Meteorite or SubCo agrees to share any revenue or profit with any other Person.

5.11 Financial Statements

The Meteorite Financial Statements have been prepared in accordance with IFRS, and fairly, completely and accurately present in all material respects the financial position of Meteorite and its results

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of operations and there has been no material adverse change in the financial position of Meteorite since the date thereof and the business of Meteorite has been carried on in the Ordinary Course since the date thereof.

5.12 Auditors

• (a) The auditors of Meteorite, MNP LLP, who audited the financial statements of Meteorite for the years ended December 31, 2020 and December 31, 2021 and who provided their audit report thereon, are independent public accountants as required under applicable legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations ) with the present auditors of Meteorite.

5.13 No Judgments, Lawsuits or Claims

There are no outstanding judgments against Meteorite or SubCo or any consent decrees or injunctions to which either of Meteorite or SubCo is subject or by which its respective assets are bound and there are no claims, proceedings, actions or lawsuits in existence, or, to Meteorite's knowledge, threatened or asserted, against either Meteorite or SubCo or with respect to any of the assets or interests therein of either of Meteorite or SubCo, including environmental actions or claims, or which affect or may affect the distribution of the Post-Consolidation Meteorite Shares contemplated hereby or which would impair the ability of Meteorite or SubCo to consummate the Amalgamation or to duly observe and perform any of its covenants or obligations contained in this Agreement or the agreements contemplated herein and Meteorite is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success.

5.14 Share Capital

• (a) The authorized share capital of Meteorite consists of an unlimited number of common shares. Prior to giving effect to the Meteorite Consolidation, 7,065,000 Meteorite Shares (2,065,000 of which are subject to escrow) and 565,200 Meteorite Stock Options are issued and outstanding in the capital of Meteorite. Following the Meteorite Consolidation, and immediately prior to the Effective Time, there will be 1,413,000 Post-Consolidation Meteorite Shares (approximately 413,000 of which will be subject to escrow) and 113,040 Meteorite Stock Options issued and outstanding in the capital of Meteorite. All of the Meteorite Shares have been duly and validly issued in compliance with Applicable Law and are outstanding as fully paid and non-assessable shares in the capital of Meteorite.

• (b) The authorized share capital of SubCo consists of an unlimited number of common shares, of which one SubCo Share is issued and outstanding and is held by Meteorite. The SubCo Share has been duly and validly issued in compliance with Applicable Law and is outstanding as a fully paid and non-assessable share in the capital of SubCo.

• (c) Except for the Meteorite Stock Options and Meteorite Warrants, neither Meteorite nor SubCo has any agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Meteorite or SubCo, of any Meteorite Shares or SubCo Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any Meteorite Shares or SubCo Shares.

• (d) Meteorite is not a party to any agreement nor, to the knowledge of Meteorite, is there any agreement, which in any manner affects the voting control of any of the securities of Meteorite.

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5.15 Tax Matters

• (a) Meteorite and SubCo are not non-residents of Canada for purposes of the ITA.

• (b) SubCo is, immediately before the Amalgamation, a "taxable Canadian corporation" for purposes of the ITA.

• (c) Meteorite and SubCo have prepared and filed when due with each relevant Authorized Authority all Tax Returns required to be filed by or on behalf of it in respect of any Taxes. All such Tax Returns are correct and complete in all material respects. No extension of time in which to file any such Tax Returns is in effect. No Authorized Authority has asserted that Meteorite or SubCo are required to file Tax Returns or pay any Taxes in any jurisdiction where it does not do so.

• (d) Meteorite and SubCo have paid in full and when due all Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments.

• (e) No assessments or reassessments of the Taxes of Meteorite or SubCo are currently the subject of an objection or appeal. Meteorite and SubCo have not executed or filed with any Authorized Authority any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes.

• (f) Meteorite and SubCo have withheld from each payment made to any Person, including any of its present or former employees, officers and directors, and all Persons who are or are deemed to be non-residents of Canada for purposes of the ITA, all amounts required by Applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Authorized Authority. Meteorite and SubCo have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable or required to be withheld and remitted by it in respect of its employees to the appropriate Authorized Authority within the time required under Applicable Law.

• (g) Meteorite and SubCo have maintained and continues to maintain at its place of business in Canada all records and books of account required to be maintained under the ITA, the Excise Tax Act (Canada) and any comparable Applicable Law of any province or territory in Canada, including Applicable Laws relating to sales and use taxes.

5.16 Employee Commitments

• (a) Meteorite and SubCo do not, and have never had, any employees.

• (i) There are no Contracts, written or oral, between Meteorite or SubCo and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by Meteorite) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.

• (ii) Meteorite and SubCo have no Employee Plans of any nature whatsoever nor have they ever had any such plans other than the Meteorite Option Plan.

• (iii) There are no actions, suits or claims pending, threatened or reasonably anticipated against Meteorite or SubCo in connection with the Meteorite Option Plan, and there

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are no audits, inquiries or proceedings pending or, to the knowledge of Meteorite, threatened by any Authorized Authority with respect to the Meteorite Option Plan, which in either case could reasonably be expected to result in material Liabilities to Meteorite or SubCo.

5.17 Meteorite Required Consents

There is no requirement to obtain any consent, approval or waiver of a party under any Contract to which Meteorite or SubCo is a party or pursuant to any Applicable Law or from any Authorized Authority in connection with the Amalgamation, except for the consents, approvals and waivers described in Schedule 5.17.

5.18 Change of Control Provisions

Neither Meteorite nor SubCo is a party to or bound by any written or oral agreement or instrument under which the Amalgamation would require a payment of any amount or cause the acceleration of the payment of any amount by Meteorite or SubCo.

5.19 Real Property and Leases

Neither Meteorite nor SubCo has any right, title or interest in any real property or is a party to any lease or agreement in the nature of a lease, whether as lessor or lessee.

5.20 Insider Debt

None of the directors, former directors, officers, former officers, shareholders, former shareholders or employees of Meteorite or SubCo or any Person not dealing at arm's length with any of the foregoing is indebted to Meteorite or SubCo, except for any indebtedness which may be owing between Meteorite and SubCo.

5.21 Non-Arm's Length Transactions

No officer of Meteorite or SubCo and no entity that is an affiliate or associate of one or more of such individuals:

• (a) owns, directly or indirectly, in whole or in part, any property that Meteorite or SubCo uses in the operation of Meteorite’s business; or

• (b) has any cause of action or other claim whatsoever against Meteorite or SubCo in connection with Meteorite's business, or its directors or officers.

5.22 Finder's Fees

Neither Meteorite nor SubCo has retained, nor will they retain, any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated.

5.23 Compliance with Certain Laws

• (a) The operations of Meteorite and SubCo are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any Authorized Authorities or any arbitrator involving Meteorite or SubCo with

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respect to the Anti-Money Laundering Laws is, to the knowledge of Meteorite, pending or threatened.

• (b) Neither Meteorite, SubCo nor, to the knowledge of Meteorite, any director, officer, employee, agent or other Person acting on behalf of Meteorite has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada) or any other Applicable Law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

5.24 Reporting Issuer Status

Meteorite is a "reporting issuer" within the meaning of the Canadian Securities Laws, is in material compliance with its obligations as a reporting issuer and none of the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission, the Autorité des marchés financiers, the TSXV or any other Authorized Authority has issued any order preventing the Amalgamation or the trading of any securities of Meteorite other than in connection with the Amalgamation

5.25 TSXV Policies

Meteorite is in material compliance with all policies and requirements of the TSXV, including Policy 2.4 of the TSXV, and has not carried on any business or activities except as permitted thereby.

5.26 Share Issuance

Meteorite has the full and lawful right and authority to issue Meteorite Shares to the KOBO shareholders, in connection with the Amalgamation, and upon issuance such shares will be validly issued as fully paid and non-assessable common shares in the capital of Meteorite free and clear of all Encumbrances.

5.27 Public Disclosure Documents

Meteorite is current in the filing of all public disclosure documents required to be filed by Meteorite under applicable Canadian Securities Laws and TSXV rules (including all Contracts required by Canadian Securities Laws to be filed by Meteorite), there are no filings that have been made thereunder on a confidential basis and all of such filings comply with the requirements of all applicable Canadian Securities Laws.

5.28 No Misrepresentation

No portion of the public disclosure documents filed by Meteorite under the Canadian Securities Laws and stock exchange rules contained a Misrepresentation as at its date of public dissemination.

5.29 TSXV Listing

• (a) The Meteorite Shares are listed for trading on the TSXV under the trading symbol "MTR.P". Meteorite shall not take any action which would be expected to result in the delisting or suspension of its common shares on or from the TSXV and Meteorite shall comply, in all material respects, with the rules and regulations thereof.

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• (b) Meteorite has a Public Float (as such term is defined in the TSXV Policy 1.1) of at least 500,000 Meteorite Shares held by at least 200 Public Shareholders (as such term is defined in the TSXV Policy 1.1) holding at least one Board Lot (as such term is defined in the TSXV Policy 1.1) each with no Resale Restrictions (as such term is defined in the TSXV Policy 1.1) with 20% of the issued and outstanding Meteorite Shares being in the hands of Public Shareholders (as such term is defined in the TSXV Policy 1.1) .

• (c) Meteorite will be able to satisfy the minimum listing requirements of the TSXV for a Tier 2 Issuer as of the completion of the Amalgamation, assuming the completion of the Amalgamation and all related transactions contemplated hereby.

5.30 Meteorite Information

Meteorite is a Capital Pool Company as that term is defined in TSXV Policy 2.4 and each of Meteorite and SubCo has conducted no business other than as permitted by the TSXV Policy 2.4.

ARTICLE 6 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1 Non-Survival and Reliance

Meteorite acknowledges and agrees that KOBO may rely on the representations and warranties made by Meteorite and SubCo pursuant to ARTICLE 5 and KOBO acknowledges that Meteorite may rely on the representations and warranties made by KOBO in ARTICLE 4. The representations and warranties of each Party shall not survive the completion of the Amalgamation and shall expire and be terminated and extinguished upon the Amalgamation becoming effective.

ARTICLE 7 COVENANTS

7.1 Confidentiality

• (a) Each Party agrees that it shall keep strictly confidential and shall not disclose, copy, reproduce or distribute, or cause or permit to be disclosed, copied, reproduced or distributed any information concerning another Party (the " Disclosing Party "), its business, operations, assets and liabilities, that was obtained from another Party (or such Party's Representatives) (the " Confidential Information ") to anyone except: (i) the receiving Party's (the " Recipient ") directors, officers, employees, affiliates and advisors (the " Representatives ") to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this Agreement; or (ii) as otherwise consented to in writing by the Disclosing Party. Each Recipient shall use reasonable commercial efforts to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any Person or entity except in accordance with the terms of this Agreement.

• (b) Prior to the Effective Date, each Recipient and its Representatives shall not use or cause to be used any Confidential Information for any purpose other than in connection with evaluating, negotiating or advising in connection with the transactions contemplated herein, and at no time shall a Recipient or its Representatives otherwise use or cause to be used any Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its shareholders.

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• (c) Each Recipient shall instruct its Representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance with this Agreement. The Recipient is liable for any breach of the obligations under this Agreement committed by its Representatives.

• (d) Notwithstanding the foregoing:

• (i) the obligations of the Recipient under this Section 7.1 shall not apply to any information that: (A) is publicly available or becomes publicly available through no action or fault of the Recipient; (B) was, as evidenced by the records of the Recipient, already in the Recipient's possession or known to the Recipient prior to being disclosed or provided to the Recipient by or on behalf of the Disclosing Party; (C) is obtained by the Recipient from a third party, provided, that, such third party has the lawful right to disclose the Confidential Information; or (D) is independently developed by the Recipient without reference to the Confidential Information; and

• (ii) a Recipient may disclose Confidential Information if and to the extent legally required or compelled to do so by applicable law or in any governmental, administrative or judicial process (the " Compelled Disclosure "). The Recipient shall provide the Disclosing Party with prompt written notice of any request or requirement for Compelled Disclosure and shall co-operate with the Disclosing Party as the latter may reasonably and lawfully request with respect to the form, timing and nature of any Compelled Disclosure or seeking a protective order or other appropriate remedy. The Recipient may disclose only such Confidential Information as is specifically required or compelled to be disclosed and shall continue to use its reasonable commercial efforts to preserve the confidentiality of the Confidential Information.

• (e) After Effective Date, a Recipient shall not use or disclose any Confidential Information of Meteorite, KOBO or any of their respective Subsidiaries.

• (f) Upon the termination or rescission of this Agreement, each Recipient will promptly, if requested to do so by the Disclosing Party, return to the Disclosing Party or destroy all Confidential Information (including notes, writings and other material developed therefrom by the Recipient) and all copies thereof and retain none for its files, provided, however, each Recipient shall be permitted to retain a copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.

• (g) Each Recipient hereby agrees that its failure or threat of failure to perform any obligation or duty which it has agreed to perform under this Agreement will cause irreparable harm to the Disclosing Party, which harm cannot be adequately compensated for by monetary damages. It is further agreed by each Recipient that an order of specific performance, injunctive relief or other equitable relief (or any combination thereof) against the Recipient in the event of a breach or default, or the threat of a breach or default, under this Section 7.1 would be equitable and accordingly, in such event the Disclosing Party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right to specific performance or to injunctive relief or other equitable relief (or any combination thereof) against, the Recipient, with respect to any such event.

• (h) Each Recipient acknowledges that the Recipient is aware, and shall advise his or its Representatives, that Canadian Securities Laws prohibit any Person who has received

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material non-public information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other Person.

7.2 Filings

• (a) Meteorite and KOBO shall prepare and file, or cause to be filed, any filings required under any Applicable Law, or the rules and policies of the TSXV or other Authorized Authorities relating to the Amalgamation and shall provide on a timely basis such information to each other as is necessary to complete such filings.

• (b) Meteorite covenants and agrees to take, in a timely manner, all commercially reasonable actions and steps necessary in order that effective as at the Closing Date: (i) the Change of Name becomes effective; (ii) the Meteorite Consolidation becomes effective; (iii) the Post-Consolidation Meteorite Shares issuable pursuant to the Amalgamation, be listed and posted for trading on the TSXV; (iv) when received, Meteorite shall provide KOBO with copies of the conditional and final approval of the TSXV respecting the Amalgamation and the listing and posting for trading of the additional Post-Consolidation Meteorite Shares to be issued pursuant to the Amalgamation; and (v) the distribution of Post-Consolidation Meteorite Shares to the shareholders of KOBO upon the Amalgamation are exempt from the prospectus and registration requirements of the Canadian Securities Laws.

7.3 Filing Statement

• (a) KOBO and Meteorite shall ensure that the Filing Statement complies in all material respects with all Applicable Laws (including Canadian Securities Laws), and, without limiting the generality of the foregoing, that the Filing Statement shall not contain any Misrepresentations (provided that KOBO shall not be responsible for the accuracy of any information relating solely to Meteorite or SubCo and Meteorite shall not be responsible for the accuracy of any information relating solely to KOBO or the KOBO Subsidiary). The Filing Statement shall be acceptable in form and substance to each of KOBO and Meteorite, each acting reasonably.

• (b) Meteorite shall furnish all such Meteorite Information as may be reasonably required in the preparation of the Filing Statement and other documents related thereto, and Meteorite shall ensure that all Meteorite Information included in the Filing Statement complies in all material respects with Applicable Laws and, without limiting the generality of the foregoing, that the Meteorite Information will not contain a Misrepresentation, and, in that regard, the Filing Statement will set out the Meteorite Information in the form approved by Meteorite and the KOBO Information in the form approved by KOBO.

• (c) KOBO shall furnish all such KOBO Information as may be reasonably required in the preparation of the Filing Statement and other documents related thereto, and KOBO shall ensure that all KOBO Information included in the Filing Statement complies in all material respects with Applicable Laws and, without limiting the generality of the foregoing, that the KOBO Information will not contain a Misrepresentation, and, in that regard, the Filing Statement will set out the KOBO Information in the form approved by KOBO and the Meteorite Information in the form approved by Meteorite.

• (d) Each Party shall promptly notify the other Party if, at any time before the Closing, it becomes aware that the Filing Statement contains a Misrepresentation, or otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and Meteorite shall, if required by the TSXV or Applicable Law, file any amendment or supplement to the Filing

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Statement with the applicable securities regulatory authority and other Authorized Authority as required.

• (e) Meteorite shall indemnify and save harmless KOBO and the KOBO Subsidiary and their respective directors, officers, shareholders, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which KOBO or the KOBO Subsidiary or their respective directors, officers, shareholders, employees, advisors or agents may be subject or which KOBO or the KOBO Subsidiary or their respective directors, officers, shareholders, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

• (i) any Misrepresentation or alleged Misrepresentation contained solely in the Meteorite Information included in the Filing Statement or in any material filed by Meteorite in compliance or intended compliance with any Applicable Laws; and

• (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the Meteorite Information included in the Filing Statement or in any material filed by or on behalf of Meteorite in compliance or intended compliance with Canadian Securities Laws,

except that Meteorite shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on KOBO Information included in the Filing Statement.

• (f) KOBO shall indemnify and save harmless Meteorite and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Meteorite or its directors, officers, employees, advisors or agents may be subject or which Meteorite or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

• (i) any Misrepresentation or alleged Misrepresentation contained solely in the KOBO Information included in the Filing Statement or in any material filed by KOBO or the KOBO Subsidiary in compliance or intended compliance with any Applicable Laws; and

• (ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the KOBO Information included in the Filing Statement or in any material filed by or on behalf of KOBO or the KOBO Subsidiary in compliance or intended compliance with Canadian Securities Laws,

except that KOBO shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the Meteorite Information included in the Filing Statement.

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7.4 Conduct of KOBO and the KOBO Subsidiaries Prior to Closing

Without in any way limiting any other obligations of KOBO hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, KOBO will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable: (a) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; (b) to comply with all provisions of this Agreement; and (c) to cooperate with Meteorite in connection with the foregoing, including, without limitation, the following actions:

• (a) Conduct of Business. Each of KOBO and the KOBO Subsidiary will conduct its business and its operations and affairs only in the Ordinary Course and KOBO will not, and will not permit the KOBO Subsidiary to, without the prior written consent of Meteorite, acting reasonably:

• (i) take any action, enter into any transaction that, if effected before the date of this Agreement, may interfere with or be inconsistent with the successful completion of the transactions contemplated herein; or

• (ii) (ii) take any action or fail to take any action which may result in a condition precedent to the transactions described herein not being satisfied.

• (b) Notification. KOBO shall notify Meteorite of: (i) any KOBO Material Adverse Change; and (ii) any change, event, occurrence or state of facts that could reasonably be expected to become a KOBO Material Adverse Change or to have a KOBO Material Adverse Effect, in respect of the KOBO Business and of any event occurring subsequent to the date hereof that would render any representation or warranty of KOBO contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

• (c) Interim Restrictions. Except in connection with the transactions contemplated herein, and the Concurrent Financing (including the fees or commission payable to the Agent in connection thereto), KOBO shall not, and shall not permit the KOBO Subsidiary to, directly or indirectly:

• (i) amend its Constating Documents;

• (ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its securities, or any right, option or warrant with respect thereto;

• (iii) split, combine, redeem, purchase, offer to purchase or reclassify any of its securities or declare, pay or make any dividend or other distribution on any of its securities or distribute any of its properties or assets to any Person;

• (iv) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any assets;

• (v) make any material change in accounting procedures or practices;

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• (vi) adopt resolutions or enter into any agreement providing for the consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;

• (vii) transfer any assets to any of its shareholders or any of their Subsidiaries or affiliates or assume any indebtedness or Liabilities from a shareholder or any of their Subsidiaries or affiliates or enter into any other related party transactions; or

• (viii) enter into any agreement or understanding to do any of the foregoing.

• (d) Corporate Action. KOBO will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and the transactions contemplated hereby, and to cause all necessary meetings of directors and shareholders of KOBO or, as applicable the KOBO Subsidiary, to be held for such purpose.

• (e) Regulatory Consents. KOBO will use its commercially reasonable efforts to obtain, prior to the Closing Date, from all appropriate Authorized Authorities, all Authorizations required as a condition of the lawful consummation of the Amalgamation, including the provision of reasonable assistance to Meteorite to obtain the approval of the TSXV, and will effect all necessary registrations and other filings and submissions of information requested by Authorized Authorities in connection with the same.

• (f) Contractual Consents. KOBO will give all notices and use its commercially reasonable efforts to obtain all waivers, consents and approvals required under any Contract to which KOBO or the KOBO Subsidiary is a party or by which either is bound to consummate the transactions contemplated in this Agreement.

• (g) Notice to Third Parties regarding Amalgamation. In accordance with the terms of each agreement pursuant to which KOBO or the KOBO Subsidiary is required to provide notice of the Amalgamation, or the transactions contemplated hereby, KOBO or the KOBO Subsidiary, as the case may be, shall provide such notice on or before the earlier of the date required in such agreement and, to the extent it is possible, the Effective Date.

• (h) Litigation. KOBO will use its commercially reasonable efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, and to cause to be lifted or rescinded any injunction or restraining order or other remedy adversely affecting the ability of the Parties to consummate the transactions contemplated hereby.

7.5 Conduct of Meteorite and SubCo Prior to Closing

Without in any way limiting any other obligations of Meteorite or SubCo hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, each of Meteorite and SubCo will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable: (a) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the Meteorite Consolidation and the Change of Name); (b) to comply with all provisions of this Agreement; and (c) to cooperate with KOBO in connection with the foregoing, including, without limitation, the following actions:

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• (a) Conduct of Business. Each of Meteorite and SubCo will, conduct its business and its operations and affairs only in the Ordinary Course, and Meteorite and SubCo will not, without the prior written consent of KOBO:

• (i) take any action, enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of Meteorite or SubCo contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein, or

• (ii) take any action or fail to take any action which may result in a condition precedent to the transactions described herein not being satisfied.

• (b) Notification. Each of Meteorite and SubCo shall notify KOBO of: (i) any Meteorite Material Adverse Effect or Material Adverse Change; (ii) any change, event, occurrence or state of facts that could reasonably be expected to become a Meteorite Material Adverse Change or to have a Meteorite Material Adverse Effect, in respect of its business or in the conduct of its business and of any event occurring subsequent to the date hereof that would render any representation or warranty of Meteorite or SubCo contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

• (c) Interim Restrictions. Except in connection with the transactions contemplated herein, each of Meteorite and SubCo shall not, directly or indirectly:

• (i) amend its Constating Documents;

• (ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its securities, or any right, option or warrant with respect thereto;

• (iii) split, combine, redeem, purchase, offer to purchase or reclassify any of its securities or declare, pay or make any dividend or other distribution on its shares, distribute any of its properties or assets to any Person, or enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments;

• (iv) enter into or amend any employment contracts with any director, officer or employee or create or amend any Employee Plan;

• (v) hire any employee;

• (vi) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any assets except with respect to the Amalgamation;

• (vii) create or amend any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;

• (viii) make any change in accounting procedures or practices;

• (ix) enter into any Contract;

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• (x) sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets;

• (xi) enter into any other transaction or any amendment of any Contract or Authorization;

• (xii) settle any outstanding claim, dispute, litigation matter, or tax dispute or relinquish any contractual rights;

• (xiii) adopt resolutions or enter into any agreement providing for the consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;

• (xiv) transfer any assets to any of its shareholders or any of their Subsidiaries or affiliates or assume any indebtedness or Liabilities from a shareholder or any of their Subsidiaries or affiliates or enter into any other related party transactions;

• (xv) fail to pay or satisfy when due any liability; or

• (xvi) enter into any agreement or understanding to do any of the foregoing.

• (d) Corporate Action. Each of Meteorite and SubCo will use commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and to cause all necessary meetings of directors and shareholders of Meteorite and SubCo to be held for such purpose.

• (e) Regulatory Consents. Each of Meteorite and SubCo will use its commercially reasonable efforts to obtain, prior to the Closing Date, from all appropriate Authorized Authorities, the Authorizations required as a condition of the lawful consummation of the transactions contemplated by this Agreement including the approval of the TSXV and will effect all necessary registrations and other filings and submissions of information requested by Authorized Authorities in connection with the same.

• (f) Contractual Consents. Each of Meteorite and SubCo will give any notices and use its commercially reasonable efforts to obtain any consents and approvals required under any Contract to which Meteorite or SubCo is a party or by which it is bound to consummate the transactions contemplated hereby.

• (g) Notice to Third Parties regarding Amalgamation. In accordance with the terms of each agreement pursuant to which Meteorite or SubCo is required to provide notice of the Amalgamation, or the transactions contemplated hereby, Meteorite or SubCo, as the case may be, shall provide such notice on or before the earlier of the date required in such agreement and, to the extent it is possible, the Effective Date.

• (h) Litigation. Each of Meteorite and SubCo will use its commercially reasonable efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, and to cause to be lifted or rescinded any injunction or restraining order or other remedy adversely affecting the ability of the Parties to consummate the transactions contemplated hereby.

7.6 Effects of Amalgamation

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Upon the completion of the Amalgamation:

• (a) except for Charles Spector, the directors of Meteorite will resign and there will be appointed in their place as directors of Meteorite persons who will be individuals designated by KOBO;

• (b) the officers of Meteorite will resign and there will be appointed in their place as officers of Meteorite the persons who will be individuals designated by KOBO;

• (c)

• the Share Consolidation will become effective; and

• (d) Meteorite will change its name to " KOBO Resources Inc. / KOBO Resources Inc. ", or such other name acceptable to KOBO.

7.7 Dissent Right

Meteorite agrees not to exercise any Dissent Right with respect to the voting of the SubCo Shares approving the Amalgamation and shall vote for the Amalgamation.

ARTICLE 8 CONDITIONS OF CLOSING

8.1 Mutual Conditions Precedent

Neither Meteorite nor KOBO shall be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 8.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of each of Meteorite and KOBO, any of which may be waived, in whole or in part, by either Meteorite and KOBO (with respect to such Party) in its sole discretion.

• (a) Required Approvals. KOBO shall have obtained the approval of its shareholders for the Amalgamation.

• (b) Regulatory Consents and Exemptions. There will have been obtained, from all relevant Authorized Authorities, such Authorizations as are required to be obtained by KOBO and Meteorite to consummate the Amalgamation, including the approval of the TSXV for the Amalgamation and the conditional approval of the listing on the TSXV of the Meteorite Post-Consolidation Shares issuable pursuant to the Amalgamation, including those underlying the Meteorite Subscription Receipt Shares, the Meteorite Warrants, the Meteorite Post-Consolidation Stock Options, Meteorite’s pro-rata share of the Agents Compensation Warrants and the Agents Corporate Finance Fee Warrants, as well as the completion, satisfaction or waiver of all conditions precedent to such listing (other than those to be completed or satisfied upon completion of the transactions contemplated hereby).

• (c) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Amalgamation or any other of the transactions contemplated hereby, or the right of Meteorite or KOBO to continue, expand, and develop their business.

• (d) Dissent Rights. Dissent Rights will not have been exercised in respect of a total number of KOBO Shares exceeding 5% of the KOBO Shares then outstanding.

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• (e) Concurrent Financing. The Concurrent Financing shall have closed.

• (f) Prospectus Exemption . Further to the Consolidation and the Amalgamation, the distribution of the Meteorite Shares, the Meteorite Warrants and the Meteorite Stock Options, excluding any securities of Meteorite issued as part of the Concurrent Financing, will be exempt from applicable prospectus and registration requirements of Applicable Laws and will be freely tradeable pursuant to Canadian Securities Laws except those imposed pursuant to escrow restrictions of the TSXV and those applicable to control persons.

If any of the conditions contained in this Section 8.1 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of any of Meteorite and KOBO, acting reasonably, Meteorite or KOBO, as the case may be, may, by notice to the other Party, terminate this Agreement and the obligations of the Parties under this Agreement. Any such condition may be waived in whole or in part by Meteorite or KOBO, as the case may be. Any such waiver of condition will result in Meteorite or KOBO, as the case may be, waiving any claims it may have otherwise had for breach of covenant, representation or warranty or otherwise in connection with such waived condition.

8.2 Conditions in Favour of Meteorite

Meteorite shall not be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 8.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Meteorite and may be waived in writing, in whole or in part, by Meteorite in its sole discretion.

• (a) Representations and Warranties. The representations and warranties of KOBO contained in this Agreement that are qualified as to materiality shall be deemed to have been made again at and as of the Closing Date, and shall be true and correct in all respects at and as of the Closing Date (except in each case any representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all respects as of such specified date), and those not so qualified shall be shall be deemed to have been made again at and as of the Closing Date, and shall be true and correct in all material respects at and as of the Closing Date (except in each case any representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such specified date). Notwithstanding the foregoing, the KOBO Fundamental Representations shall be deemed to have been made again at and as of the Closing Date and shall be true and correct in all respects at and as of the Closing Date. A certificate of a director of KOBO, dated as of the Effective Date, certifying the foregoing will have been delivered to Meteorite, such certificate to be in form and substance satisfactory to Meteorite, acting reasonably.

• (b) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by KOBO at or before the Effective Time will have been complied with or performed in all material aspects and certificates of two senior officers of KOBO dated as of the Effective Date to that effect will have been delivered to Meteorite, such certificates to be in form and substance satisfactory to Meteorite, acting reasonably.

• (c) Contractual Consents. KOBO will have obtained the consents and approvals referred to in Schedule 4.20, as applicable, in each case in form and substance satisfactory to Meteorite, acting reasonably.

• (d) No KOBO Material Adverse Change. Between the date hereof and the Effective Time, there shall not have occurred any KOBO Material Adverse Change.

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• (e) General. All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement (including the Amalgamation) shall be satisfactory in form and substance to Meteorite and its counsel, acting reasonably, and Meteorite shall have received copies of all documents, including all documentation required to be delivered to Meteorite at or before the Effective Time in accordance with this Agreement, records of corporate or other proceedings, and such other closing documents which Meteorite may have reasonably requested in connection therewith.

If any of the conditions contained in this Section 8.2 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of Meteorite, acting reasonably, Meteorite may, by notice to KOBO, terminate this Agreement and the obligations of KOBO and Meteorite under this Agreement. Any such condition may be waived in whole or in part by Meteorite. Any such waiver of condition will result in Meteorite waiving any claims it may have otherwise had for breach of covenant, representation or warranty or otherwise in connection with such waived condition.

8.3 Conditions in Favour of KOBO

KOBO shall not be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 8.3 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of KOBO and may be waived in writing, in whole or in part, by KOBO in its sole discretion.

• (a) Representations and Warranties. The representations and warranties of Meteorite and SubCo contained in this Agreement that are qualified as to materiality shall be deemed to have been made again at and as of the Closing Date, and shall be true and correct in all respects at and as of the Closing Date (except in each case any representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all respects as of such specified date), and those not so qualified shall be shall be deemed to have been made again at and as of the Closing Date, and shall be true and correct in all material respects at and as of the Closing Date (except in each case any representations and warranties made as of a specific date, which representations and warranties shall be true and correct in all material respects as of such specified date). Notwithstanding the foregoing, the Meteorite Fundamental Representations shall be deemed to have been made again at and as of the Closing Date, and shall be true and correct in all respects at and as of the Closing Date. Certificate of a director of each of Meteorite and SubCo, dated as of the Effective Date, certifying the foregoing will have been delivered to KOBO, such certificates to be in form and substance satisfactory to KOBO, acting reasonably.

• (b) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by Meteorite and SubCo at or before the Effective Time will have been complied with or performed in all material aspects and certificates of two directors of each of Meteorite and SubCo, dated as of the Effective Date to that effect will have been delivered to KOBO, such certificates to be in form and substance satisfactory to KOBO, acting reasonably.

• (c) Contractual Consents. Meteorite will have obtained the consents and approvals referred to in Schedule 5.17, as applicable, in each case in form and substance satisfactory to Meteorite, acting reasonably.

• (d) Meteorite Consolidation. Meteorite shall have given effect to the Meteorite Consolidation.

• (e) Change of Name. Meteorite shall have given effect to the Change of Name.

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• (f) Meteorite Shares. The exchange of Transferred KOBO Shares for Meteorite PostConsolidation Shares and the certificates representing such securities will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature, and will be freely tradeable pursuant to Canadian Securities Laws except those imposed pursuant to escrow restrictions of the TSXV and those applicable to control persons. Following the Meteorite Consolidation and prior to the exchange of the Transferred KOBO Shares for Meteorite Post-Consolidation Shares, Meteorite shall not have more than 1,413,000 Meteorite Post-Consolidation Shares, 113,400 Meteorite Post-Consolidation Stock Options outstanding.

• (g) No Meteorite Material Adverse Change. Between the date hereof and the Effective Time, there shall not have occurred any Meteorite Material Adverse Change.

• (h) Exemption from Sponsorship Requirement. KOBO shall have received a waiver from the TSXV with respect to the sponsorship requirements set out in TSXV Policy 2.2 - Sponsorship and Sponsorship Requirements and shall not be required to engage a sponsor in accordance therewith.

• (i) No Other Business. Neither Meteorite nor SubCo shall have undertaken any business other than in connection with the completion of the Amalgamation and the transactions contemplated herein.

• (j) No Debt. Neither Meteorite nor SubCo will have any current liabilities or long-term debt as at the Closing Date, other than as disclosed in the Meteorite Financial Statements and debts incurred in the Ordinary Course or for the purposes of the completion of the Amalgamation.

• (k) Resignation and Release by Directors and Officers. Each of the directors and officers of Meteorite will have executed and delivered resignations and releases in favour of Meteorite in form and substance satisfactory to KOBO, acting reasonably, except for Charles Spector who will remain director.

• (l) General. All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement (including the Amalgamation) shall be satisfactory in form and substance to KOBO and its counsel, acting reasonably, and KOBO shall have received copies of all documents, including all documentation required to be delivered to KOBO at or before the Effective Time in accordance with this Agreement, records of corporate or other proceedings, and such other closing documents which KOBO may have reasonably requested in connection therewith.

If any of the conditions in this Section 8.3 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of KOBO, acting reasonably, KOBO may, by notice to Meteorite, terminate this Agreement and the obligations of KOBO and Meteorite under this Agreement. Any such condition may be waived in whole or in part by KOBO. Any such waiver of condition will result in KOBO waiving any claims it may have otherwise had for breach of covenant, representation or warranty or otherwise in connection with such waived condition.

8.4 Further Assurances

Each Party covenants and agrees that, from time to time prior to and subsequent to the Amalgamation, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as another Party, acting reasonably, may from time to time request be executed or done in order to

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better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

ARTICLE 9 CLOSING ARRANGEMENTS

9.1 Closing

The Closing shall take place at 9:00 am on the Closing Date, to be conducted electronically via the exchange of applicable documents, or at such other time on the Closing Date or such other place as may be agreed orally or in writing by Meteorite and KOBO and the Parties shall, immediately thereafter, jointly file with the Entreprise Registrar, Articles of Amalgamation and such other documents as may be required to complete the Amalgamation.

9.2

Closing Deliveries of KOBO

At the Closing, the KOBO shall deliver or cause to be delivered to Meteorite the following documents, executed where required:

• (a) a certificate of status, good standing or like document for each of KOBO and the KOBO Subsidiary issued as of the Closing Date by the Registrar or equivalent authority;

• (b) a certified copy of: (i) the Constating Documents of KOBO; (ii) the resolutions of the directors of KOBO approving this Agreement and all related matters; and (iii) the resolutions of the shareholders of KOBO approving the Amalgamation;

• (c)

• a certificate of incumbency of the directors and officers of KOBO;

• (d)

• the certificates referred to in Section 8.2(a) and 8.2(b);

• (e) evidence, in form and substance reasonably satisfactory to Meteorite, of the consents and approvals referred to in Schedule 4.20;

• (f) the TSXV Escrow Agreement duly executed by each shareholder of KOBO as required by the TSXV; and

• (g) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by Meteorite to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to Meteorite, acting reasonably.

9.3 Closing Deliveries of Meteorite and SubCo

At the Closing, the Meteorite shall deliver or cause to be delivered to KOBO the following documents, executed where required:

• (a) a certificate of status, good standing or like document for each of Meteorite and SubCo issued as of the Closing Date by the applicable Authorized Authority;

• (b) a certificate of amendment issued by the Entreprise Registrar evidencing the Meteorite Consolidation and the Change of Name;

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• (c) evidence that Meteorite is a reporting issuer not in default of Canadian Securities Laws from the applicable Authorized Authority in each of the provinces of British Columbia, Alberta and Ontario, dated as of the Closing Date;

• (d) a certified copy of: (i) the Constating Documents of Meteorite, reflecting the change of name to "KOBO Resources Inc. / Ressources KOBO Inc."; (ii) the resolutions of the board of directors of Meteorite approving this Agreement and all related matters;

• (e) a certified copy of: (i) the Constating Documents of SubCo; (ii) the resolutions of Meteorite, as sole shareholder of SubCo, approving the Amalgamation; and (iii) the resolutions of the board of directors of SubCo approving the Amalgamation, this Agreement and all related matters;

• (f) a certificate of incumbency of the directors and officers of Meteorite;

• (g) a certificate of incumbency of the directors and officers of SubCo;

• (h) share certificates or DRS certificates representing the Meteorite Post-Consolidation Shares issuable to the shareholders of KOBO in accordance with this Agreement;

• (i) the certificates referred to in Section 8.3(a) and 8.3(b);

• (j) evidence, in form and substance reasonably satisfactory to KOBO, of the consents and approvals referred to in Schedule 5.17;

• (k) resignation and releases, in form and substance reasonably satisfactory to KOBO, signed by each officer and director of Meteorite dated effective as of the Closing Date, except for Charles Spector who will remain director;

• (l) the TSXV Escrow Agreement duly executed by Meteorite and TSX Trust Company;

• (m) copies of the TSXV acceptance letters referred to in Section 7.2(b); and

• (n) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by KOBO to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to KOBO, acting reasonably.

ARTICLE 10 TERMINATION

10.1 Termination

This Agreement may be terminated at any time before the Effective Time:

• (a) by the mutual agreement of Meteorite and KOBO;

• (b) by Meteorite upon written notice to KOBO (or vice versa) if KOBO (or Meteorite, as applicable) has committed an Agreement Default; provided that, if any such Agreement Default is curable, it has not been cured by the earlier of the Closing Date or within ten Business Days after written notice of such Agreement Default has been received by the defaulting Party;

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• (c) by Meteorite upon written notice to KOBO if any of the conditions set forth in Sections 8.1 or 8.2 have not been satisfied or waived by Meteorite at Closing;

• (d) by KOBO upon written notice to Meteorite if any of the conditions set forth in Section 8.1 or 8.3 have not been satisfied or waived by Meteorite at Closing;

• (e) by either of Meteorite and KOBO if any applicable Authorized Authority, including the TSXV, has notified in writing either KOBO, Meteorite or SubCo that it will not approve the transactions contemplated herein (or any related matter that is required to complete such transactions) or permit such transactions (or any related matter that is required to complete such transactions) to proceed; or

• (f) by any Party upon written notice to the other Parties if the Closing Date has not occurred by the Outside Date,

provided that, notwithstanding anything to the contrary express or implied herein, a Party shall not be allowed to exercise any right of termination pursuant to this Section 10.1 if the event giving rise to such right is due to an Agreement Default by such Party.

10.2 Effect of Termination

If this Agreement is terminated in accordance with Section 10.1:

• (a) except as contemplated by this Section 10.2, such termination shall be without Liability of any Party to the other Parties, or to any of their shareholders, partners, directors, officers, employees, agents, consultants or representatives;

• (b) if such termination shall result from the Agreement Default of a Party, such Party shall not be released from such Agreement Default.

ARTICLE 11 NOTICES

11.1 Delivery of Notices

Notwithstanding anything to the contrary contained herein, all notices or other deliveries required or permitted hereunder shall be in writing. Any notice or other delivery to be given hereunder shall be deemed to be properly provided if delivered in any of the following modes:

• (a) personally, by delivering the notice to the Party on which it is to be served at that Party's address for notices as set forth in Section 11.2. Personally delivered notices shall be deemed to be received by the addressee when actually delivered as aforesaid; provided that, such delivery shall be during normal business hours on any Business Day. If a notice is not delivered on a Business Day or is delivered after the addressee's normal business hours, such notice shall be deemed to have been received by such Party at the commencement of the addressee's first Business Day next following the time of the delivery; or

• (b) by email directed to the Party as set forth in Section 11.2. A notice so served shall be deemed to be received by the addressee when transmitted by the Party delivering the notice (provided such Party obtains confirmation from its facsimile of successful transmission, or in the case of email, confirmation from the receiving Party), if transmitted during the addressee's normal business hours on any Business Day, or at the

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commencement of the next ensuing Business Day following transmission if such notice is not transmitted on a Business Day or is transmitted after the Party's normal business hours.

11.2 Notices

The address, email address and facsimile number for delivery of notices, documents, cheques or other instruments hereunder of each of the Parties shall be as follows:

• (a) if to Meteorite at:

Meteorite Capital Inc.

1 Place Ville Marie, Suite 3900 Montreal, QC, H3B 4M7 Attention: Charles Spector E-mail: charles.spector@dentons.com

With copies (which shall not constitute notice) to:

Dentons Canada LLP

1 Place Ville Marie Suite 3900 Montreal, QC, H3B 4M7 Attention: Bryan Fuchs E-mail: bryan.fuchs@dentons.com

• (b) if to KOBO at:

KOBO Corporation

101-388 Grande-Allée Est Québec QC G1R2J4 Attention: Edouard Gosselin E-mail: egosselin@kobores.com

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

McCarthy Tétrault LLP

500 Grande Allée Est Québec, Québec G1R 2J7

Attention: Philippe Leclerc Email: pleclerc@mccarthy.ca

A Party may change its address and/or facsimile number and/or email for delivery by notice to the other Parties in the manner set forth herein, and such changed address for notices thereafter shall be effective for all purposes of this Agreement.

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ARTICLE 12 MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by, construed and enforced in accordance with the laws in effect in the Province of Quebec and the federal laws of Canada applicable therein. Each Party accedes and submits to the jurisdiction of the courts of the Province of Quebec and all courts of appeal therefrom.

12.2 Counterparts

This Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by any Party to the other Parties by facsimile or electronic PDF, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement.

12.3 Assignment

This Agreement may not be assigned by any Party without the written consent of the other Parties, such consent not to be unreasonably withheld or delayed.

12.4 Successors and Assigns

This Agreement will be binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.

12.5 Supercedes Earlier Agreements

This Agreement constitutes the whole and entire agreement among the Parties in connection with the transactions contemplated herein and cancels and supersedes any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof (including the Letter of Intent), and there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever among the Parties not expressly provided for in this Agreement.

12.6 Waiver

No waiver by any Party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach.

12.7 Time of the Essence

Time shall be of the essence in this Agreement.

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12.8 Invalidity of Provisions

If any of the provisions of this Agreement are determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the other provisions shall not in any way be affected or impaired thereby.

12.9 Amendments

Subject to Section 11.2, this Agreement may be amended only by written instrument executed by Meteorite and KOBO.

12.10 Expenses

Except as specifically provided herein, KOBO will bear all fees and disbursements of legal counsel and advisors (including tax advisors, accountants and consultants) engaged in connection with the preparation of this Agreement and any and all agreements, instruments, documents or other writings to be executed and delivered pursuant hereto and all other costs and expenses incurred in connection herewith.

12.11 Public Announcements

The parties hereto shall not make any public announcement or press release concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between the parties relating to the matters contemplated herein without the prior consent of each other, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by Law or any rules of a stock exchange or similar organization by which it is bound. Meteorite agrees to provide a draft press release to KOBO and counsel prior to release, and such press release shall be acceptable to KOBO and counsel acting reasonably, and such consent shall be provided without delay.

12.12 Further Assurances

Each Party will from time to time, on and after the date hereof, at the request and expense of the requesting Party, execute and deliver all such other additional instruments, notices, releases, acquittances and other documents and shall do all such other acts and things as may be reasonably necessary to carry out the terms and conditions of this Agreement in accordance with their true intent.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date hereof.

METEORITE CAPITAL INC.

By: (signed) “Charles Spector” Name: Charles Spector Title: Secretary

9454-2123 CANADA INC.

By: (signed) “Charles Spector” Name: Charles Spector Title: Secretary

KOBO RESOURCES INC.

By: (signed) “Edouard Gosselin” Name: Edouard Gosselin Title: Chief Executive Officer

[Signature page to Amalgamation Agreement]

SCHEDULES TO THE AMALGAMATION AGREEMENT

[Redacted for confidentiality purposes]