AGENCY AGREEMENT

October 3, 2025

Kobrea Exploration Corp.
1570 – 200 Burrard Street
Vancouver, BC
V6C 3L6

Attention: James Hedalen
Chief Executive Officer and Director

Dear Sirs:

Kernaghan & Partners Ltd., as lead agent and sole bookrunner (the "Kernaghan") for and on behalf of a syndicate of agents that includes Beacon Securities Limited and Red Cloud Securities Inc. (collectively, with Kernaghan, the "Agents"), understands that Kobrea Exploration Corp. (the "Company") proposes to issue and sell up to 7,753,000 units of the Company (the "Units") at a price of $0.50 per Unit for gross proceeds of up to $3,876,500 on a "best efforts" private placement basis pursuant to the LIFE Exemption (as defined herein). The offering of the Units is referred to herein as the "Offering".

In addition to the Offering, the Agents understands that the Company intends to complete a concurrent private placement of up to 9,247,000 Units on a non-brokered private placement basis for gross proceeds of up to $4,623,500 (the "Non-Brokered Offering").

Each Unit consists of one Common Share (as defined herein) (a "Unit Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Unit Warrant"). Each Unit Warrant shall entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $0.75 per Warrant Share until the Expiry Time (as defined herein).

Each Unit Warrant shall be duly and validly created and issued pursuant to the terms and conditions of the Warrant Indenture (as defined herein). The description of the Unit Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Unit Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Unit Warrants in this Agreement and the terms of the Unit Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Units will be offered to Purchasers (as defined herein) resident in the Selling Jurisdictions (as defined herein) pursuant to exemptions from the prospectus and registration requirements of applicable Securities Laws (as defined herein).

The Company shall be entitled to identify to the Agents certain investors, that are current securityholders, officers, directors, employees or consultants of the Company on a "president's list" in connection with the Offering (the "President's List Purchasers"), pursuant to which such President's List Purchasers may subscribe for a maximum of up to $2,500,000 of Units under the Offering. The Company hereby agrees that no Agent shall be required to conduct a suitability review under applicable Securities Laws in respect of sales to the President's List Purchaser, and the Company shall indemnify and save harmless the Agents against any and all losses or expenses relating to sales to such President's List Purchaser.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall, at the Closing Time, pay to the Agents the Commission (as defined herein) and issue to the Agents

the Broker Warrants (as defined herein) as set out in Section 15 hereto. The obligation of the Company to pay the Commission and issue the Broker Warrants shall arise at the Closing Time and the Commission shall be fully earned by the Agents upon the completion of the Offering. The Company agrees that Kernaghan, on behalf of the Agents, shall be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions and that Kernaghan, on behalf of the Agents, may determine the remuneration payable to such other dealers appointed by it provided that such remuneration shall not in any way increase the aggregate Commission payable by the Company under this Agreement.

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia);

"affiliate", "associate", "distribution", "material change", "material fact" and "misrepresentation" have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date hereof;

"Affiliates" means the affiliates of each of the Agents;

"Agents" has the meaning ascribed thereto on the first page of this Agreement;

"Agents' Counsel" means Bennett Jones LLP;

"Agreement" means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Agents hereby;

"Broker Warrant Certificates" means the certificates issued to the Agents representing the Broker Warrants;

"Broker Warrant Shares" means the Common Shares issuable pursuant to the due exercise of the Broker Warrants;

"Broker Warrants" means warrants of the Company, exercisable by the holder thereof to acquire one Broker Warrant Share at an exercise price of $0.75 per share for a period of 24 months following the Closing Date;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia, are not open for business;

"Claims" has the meaning ascribed to such term in Section Error! Reference source not found. hereof;

"Closing" means the completion of the purchase and sale of the Units as contemplated by this Agreement and the Subscriber Questionnaires;

"Closing Date" means the day on which the Closing shall occur, being on or about October 3, 2025, or such other date as Kernaghan, on behalf of the Agents, and the Company may determine;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and Kernaghan, on behalf of the Agents, may determine;

"Commission" has the meaning ascribed to such term in Section 15 hereof;

"Common Shares" means the common shares in the capital of the Company;

"Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company is a party or otherwise bound and which is material to the Company;

"Distribution Period" has the meaning ascribed to such term in Section 3(a) hereof;

"Enforceability Qualifications" means that enforceability is subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally and to general principles of equity;

"Environmental Laws" means all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

"Exchange" means the Canadian Securities Exchange;

"Expiry Date" means October 3, 2027;

"Expiry Time" means 5:00 p.m. (Toronto time) on the Expiry Date;

"Financial Statements" has the meaning ascribed to such term in Section 4(aa) hereof;

"Government Official" means (a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

"Governmental Authority" has the meaning ascribed to such term in Section 8(a)(ii) hereof;

"including" means including without limitation;

"Indemnified Person" has the meaning ascribed to such term in Section Error! Reference source not found. hereof;

"Kernaghan" has the meaning ascribed thereto on the first page of this Agreement;

"Law" means any federal, provincial, territorial, state or municipal law, statute, ordinance, regulation, rule, by-law, judgment, decree, order or award of any Governmental Authority of competent jurisdiction;

"Letter Agreement" means the letter agreement between the Company and Kernaghan dated September 17, 2025 relating to the Offering;

"LIFE Exemption" means the listed issuer financing exemption from the prospectus requirements available under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption;

"LIFE Offering Document" means the amended and restated offering document of the Company dated September 23, 2025, prepared by the Company and filed in accordance with the requirements of Form 45-106F19 – Listed Issuer Financing Document and the LIFE Exemption;

"Losses" has the meaning ascribed to such term in Section 11(a) hereof;

"Material Adverse Effect" means any materially adverse change in or effect on the business, assets or properties, affairs, liabilities (contingent or otherwise), results of operations, capital or condition (financial or otherwise) of the Company;

"Material Agreement" means any material contract, commitment, agreement (written or oral), instrument, lease or other document (including option agreements), including licence agreements and agreements relating to intellectual property, to which the Company or the Subsidiary is a party or otherwise bound and which is material to the Company on a consolidated basis;

"Money Laundering Laws" has the meaning ascribed to such term in Section 4(nn) hereof;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

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

"notice" has the meaning ascribed to such term in Section 16 hereof;

"Offering" has the meaning ascribed to such term on the face page of this Agreement;

"Offering Documents" means, collectively, this Agreement, the Subscriber Questionnaires, the Warrant Indenture, Warrant Certificates and the Broker Warrant Certificates;

"Permit" means any material regulatory approval, licence, permit, approval, consent, certificates, registration, filing or other authorization of or issued by any Governmental Authority under applicable laws, including Environmental Laws;

"President's List Purchaser" has the meaning ascribed to such term on the face page of this Agreement;

"Properties" means the mineral properties and projects of the Company, as of the date hereof, including the Upland Copper Property and Western Malargüe Copper Property;

"Public Disclosure Documents" means, collectively, all of the documents which have been filed by or on behalf of the Company prior to the Closing Time with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents filed on SEDAR+ at www.sedarplus.ca;

"Purchasers" means the persons who, as purchasers or beneficial purchasers, acquire the Units by duly completing and delivering the Subscriber Questionnaire and any other required documentation;

"Securities Laws" means all applicable securities laws in the Selling Jurisdiction in Canada and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such provinces and all rules and policies of the Exchange;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval established by National Instrument 13-103 – System for Electronic Data Analysis and Retrieval + (SEDAR+) of the Canadian Securities Administrators;

"Selling Jurisdictions" means, collectively, each of the provinces of Canada, other than Quebec, and if applicable, such other jurisdictions as the Company and the Agents may agree;

"Subscriber Questionnaires" means the questionnaires in respect of the Units, in the form agreed upon by Kernaghan, on behalf of the Agents, and the Company, completed by each of the Purchasers under the LIFE Exemption providing certain information with respect to the Purchasers and shall include, for greater certainty, all schedules thereto;

"Subsidiary" means Kobra Exploraciones Argentina S.A, a wholly owned subsidiary of the Company, incorporated in Argentina;

"subsidiary" and "subsidiaries" has the meaning ascribed thereto in the Act;

"Taxes" has the meaning ascribed to such term in Section 4(kk) hereof;

"Transfer Agent" means Endeavor Trust Corporation, in its capacity as transfer agent and registrar of the Company at its principal office in Vancouver, British Columbia;

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

"Unit Share" has the meaning ascribed to such term on the face page of this Agreement;

"Unit Warrant" has the meaning ascribed to such term on the face page of this Agreement;

"United States" and "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"Units" has the meaning ascribed to such term on the face page of this Agreement;

"Upland Copper Property" means the Company's Upland Copper Property located in Barriere, British Columbia, as described in the Upland Copper Property Technical Report.

"Upland Copper Property Technical Report" means the technical report entitled "Technical Report on the Upland Copper Project" dated June 13, 2023 prepared by Sean Butler, P.Geo.

"Warrant Agent" means Endeavor Trust Corporation, in its capacity as warrant agent in respect of the Unit Warrants;

"Warrant Certificate" means a physical warrant certificate issued pursuant to the Warrant Indenture evidencing the Unit Warrants;

"Warrant Indenture" means the warrant indenture dated the Closing Date between the Warrant Agent and the Company pursuant to which the Unit Warrants will be issued and providing for the definitive terms of the Unit Warrants;

"Warrant Share" has the meaning ascribed to such term on the face page of this Agreement; and

"Western Malargüe Copper Property" means the Company's Western Malargüe Copper Property located in Mendoza, Argentina, as described in the Public Disclosure Documents.

TERMS AND CONDITIONS

(a) Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and the Company hereby appoints, the Agents, as the Company's exclusive agents, to offer for sale by way of private placement on a "best efforts" basis, without underwriter liability, the Units to be issued and sold pursuant to the Offering. The Agents shall offer for sale and sell the Units pursuant to the Offering in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of all applicable Securities Laws. It is understood and agreed by the Company and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Units.

(b) Filings. The Company agrees to comply with all Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum (other than the LIFE Offering Document) in the Selling Jurisdiction, and the Agents undertake to use commercially reasonable best efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Company.

(c) No Offering Memorandum. Other than the LIFE Offering Document, neither the Company nor the Agents shall: (i) provide to prospective purchasers of the Units any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising.

2. COVENANTS OF THE COMPANY

The Company hereby covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, as follows:

(a) Exempt Offering. The Company will use its commercially reasonable best efforts to fulfill all legal requirements to permit the creation, issue, offering and sale of the Units in compliance with Securities Laws, to enable the Units to be offered for sale and sold to the Purchasers, without the necessity of filing a prospectus, a registration statement or an offering memorandum under Securities Laws (other than the LIFE Offering Document which has been filed in accordance with the LIFE Exemption), to Purchasers through investment dealers or brokers registered under the applicable securities legislation of the Selling Jurisdictions who have complied with the relevant provisions of such laws.

(b) Due Diligence. The Company will allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted prior to the Closing Date.

(c) Delivery of Offering Documents. The Company will duly execute and deliver the Offering Documents (other than the Subscriber Questionnaires) at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company.

(d) Maintain Corporate Existence. For a period of at least two years after the Closing Date, the Company shall use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company no longer validly subsisting under the laws of its jurisdiction of incorporation so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the Exchange (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).

(e) Maintain Reporting Issuer Status. The Company will use its commercially reasonable best efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of Securities Laws in each of the provinces of British Columbia, Alberta and Ontario until the date that is two years following the Closing Date, provided that this covenant shall not prevent: (i) the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the Exchange (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted); (ii) the directors of the Company from complying with their fiduciary duties to the Company; and (iii) the

Company shall not be required to comply with this Section 2(e) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company may cease to be a "reporting issuer".

(f) Maintain Stock Exchange Listing. The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares for trading on the Exchange for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the rules and policies of the Exchange (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted). The Company will ensure that the Unit Shares and Warrant Shares are listing and trading on the Exchange on their respective issuance dates.

(g) Validly Issued Unit Shares. The Company will ensure that the Unit Shares upon issuance shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Subscriber Questionnaires.

(h) Validly Issued Unit Warrants. The Company will ensure that the Unit Warrants upon issuance shall be duly issued in accordance with the terms of the Warrant Indenture and shall have the attributes corresponding to the description thereof set forth in each of the Offering Documents.

(i) Validly Issued Warrant Shares. The Company will ensure that at all times prior to the Expiry Time, sufficient Warrant Shares are allotted for issuance upon the due and proper exercise of the Unit Warrants. The Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and when paid for, shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in each of the Offering Documents.

(j) Validly Issued Broker Warrants. The Company will ensure that the Broker Warrants shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates.

(k) Validly Issued Broker Warrant Shares. The Company will ensure that at all times prior to the expiry of the Broker Warrants, sufficient Broker Warrant Shares are allotted and reserved for issuance upon the due and proper exercise of the Broker Warrants. The Broker Warrant Shares, upon issuance in accordance with the terms of the Broker Warrant Certificates, and when paid for, shall be duly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Broker Warrant Certificates.

(l) Consents and Approvals. The Company will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Company under Securities Laws, including the conditional approval for the issuance of the Unit Shares and Warrant Shares by the Exchange, necessary for the consummation of the transactions contemplated herein, other than customary post-closing

filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules and policies of the Exchange.

(m) Regulatory Filings. The Company will execute and file with the Securities Regulators and the Exchange all forms, notices and certificates required to be filed by the Company pursuant to Securities Laws and the rules and policies of the Exchange in the time required by Securities Laws and the rules and policies of the Exchange, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 7 hereof.

(n) Use of Proceeds. The Company shall use the net proceeds from the Offering for the purposes described in the LIFE Offering Document under the heading "Use of Available Funds".

(o) Standstill. From the date of this Agreement until the date which is 120 days following the Closing Date, the Company will not, directly or indirectly, without the prior written consent of Kernaghan, on behalf of the Agents, such consent not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing (or agree to or announce any intention to do any of the foregoing) any additional Common Shares, or any warrants, options or other securities convertible into or exchangeable for Common Shares, other than issuances (i) pursuant to the exercise of the Unit Warrants and Broker Warrants; (ii) under existing director or employee stock options, bonus or purchase plans or similar share or equity-linked compensation arrangements outstanding as of the date hereof and as detailed in the Company's most recently filed management's discussion and analysis; (iii) under director or employee stock options or, bonuses or similar share compensation arrangements granted subsequently in accordance with regulatory approval; (iv) upon the exercise of convertible securities, warrants or options outstanding prior to the date hereof; (v) pursuant to previously scheduled property payments and/or other corporate acquisitions in the normal course of business, from the date hereof and continuing; or (vi) pursuant to the Non-Brokered Offering.

(p) Lock-Up Agreements. The Company will cause each of its directors and officers to enter into a lock-up agreement, on terms and conditions satisfactory to the Agents, in which each person will covenant and agree that they will not, for a period of 120 days from the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, (or announce any intention to do any of the foregoing), whether through the facilities of a stock exchange, by private placement or otherwise, Common Shares or other securities of the Company exchangeable or convertible into Common Shares held by them, directly or indirectly, without first obtaining the prior written consent of Kernaghan, on behalf of the Agents, such consent not to be unreasonably withheld or delayed.

(q) Closing Conditions. The Company will fulfill or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 7 hereof.

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3. ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS

(a) Material Changes During Distribution. During the period commencing on the date hereof and until the completion of the distribution of the Units in accordance with the terms of this Agreement (the "Distribution Period"), the Company shall promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company which would constitute a material change to, or a change in a material fact concerning the Company or any other change which is of such a nature.

During the Distribution Period, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such change. During such period, the Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents pursuant to this Section 3.

(b) News Releases. The Company agrees that it shall use its best efforts to provide the Agents with the opportunity to review the content and form of any news release to be issued in connection with the Offering prior to the closing of the Offering. In addition, if required by the relevant Securities Laws, any news release announcing or otherwise referring to the Offering shall include an appropriate notation on each page as follows: "Not for distribution to U.S. newswire services or dissemination in the United States." All news releases announcing the Offering will also be tailored to qualify for the safe harbour provided for in Rule 135e under the U.S. Securities Act and will include a statement to the effect of the following:

"The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful."

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Units, that:

General Matters

(a) Good Standing of the Company. The Company: (i) has been incorporated under the Act and is validly existing and in good standing under the Act; (ii) has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate

its properties and assets; and (iii) has all requisite corporate power and authority to issue and sell the Units and issue the Broker Warrants and to enter into and carry out its obligations under the Offering Documents.

(b) Good Standing of Subsidiary. The Subsidiary: (i) has been duly incorporated and is validly existing and in good standing under the laws of such jurisdiction; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, respectively; and (iii) is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.

(c) Ownership of Subsidiary. Other than the Subsidiary, the Company has no subsidiaries and has no direct or indirect interest in any other corporation, association, incorporated joint venture or other entity. The Company beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of the Subsidiary, free and clear of all encumbrances, and the Company is entitled to the full beneficial ownership of all shares in the Subsidiary. All of such shares in the capital of the Subsidiary have been duly authorized and validly issued and are outstanding as fully paid and nonassessable shares free and clear of any liens. None of the outstanding securities of the Subsidiary were issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of the Subsidiary.

(d) Carrying on Business. The Company and the Subsidiary conduct their business in compliance in all materials respects with all applicable laws, rules and regulations (including all material applicable federal, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance, with any such laws, regulations or permits.

(e) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Company or the Subsidiary.

(f) Freedom to Compete. Neither the Company nor the Subsidiary is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or the Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect.

(g) Share Capital of the Company. The authorized capital of the Company consists of an unlimited number of Common Shares of which, as of the close of business on September 30, 2025, 35,622,640 were outstanding as validly issued, fully paid and non-assessable common shares of the Company.

(h) Absence of Rights. Other than: (i) pursuant to the Offering or the Non-Brokered Offering, (ii) 2,900,000 options to acquire Common Shares, and (iii) 23,237,769 Common Share

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purchase warrants, no person has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company and the Units upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company.

(i) Common Shares are Listed. The currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in the Common Shares or prohibiting the sale of the Units has been issued and to the knowledge of the Company, no proceedings, actions, inquiries, or investigations for such purpose has been threatened or are pending.

(j) Stock Exchange Compliance. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchange and the Company is currently in compliance with the rules and policies of the Exchange in all material respects.

(k) Reporting Issuer Status. The Company is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the Securities Regulators in the provinces of British Columbia, Alberta, and Ontario and in particular, without limiting the foregoing, the Company has in all material respects, complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred or arisen and with respect to which the requisite news release has not been disseminated or material change report has not been filed with the Securities Regulators in the provinces of British Columbia, Alberta and Ontario.

(l) No Voting Control. The Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company and the Unit Shares, Unit Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares, when issued and delivered against payment therefor as contemplated in the Offering Documents, will be free of any restriction on voting pursuant to the Company's constating documents or any agreement or any other instrument to which the Company is a party.

(m) Transfer Agent. The Transfer Agent at its principal office in Vancouver, British Columbia, has been duly appointed as the registrar and transfer agent in respect of the Common Shares.

(n) Warrant Agent. The Warrant Agent at its principal office in Vancouver, British Columbia will, at the Closing Time, be duly appointed as the warrant agent in respect of the Unit Warrants.

(o) Corporate Actions. All corporate action required to be taken by the Company for the valid issuance, creation, sale and delivery, as applicable, of the Unit Shares, the Unit Warrants, the Warrant Shares, the Broker Warrants and the Broker Warrants Shares has been validly taken at the date hereof or will have been taken prior to the Closing Time.

(p) Valid and Binding Documents. (i) The LIFE Offering Document has been duly approved and authorized by all necessary corporate action of the Company and has been executed

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and filed by the Company in accordance with the LIFE Exemption, and (ii) each of the execution (other than the Subscriber Questionnaires) and delivery of the Offering Documents, the transactions contemplated herein and therein, and the performance of the Company's obligations hereunder and thereunder have been duly authorized by all necessary corporate action of the Company and upon the execution (other than the Subscriber Questionnaires) and delivery by the Company thereof, will be, in each case, a legal, valid and binding obligation of, and be enforceable against, the Company in accordance with its terms (subject to the Enforceability Qualifications).

(q) All Consents and Approvals. All consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for: (i) the execution and delivery of the Offering Documents; (ii) the issuance, creation, sale and delivery, as applicable, of the Unit Shares, the Unit Warrants, the Warrant Shares, the Broker Warrants and the Broker Warrant Shares; and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than filings required to be submitted within the applicable time frame pursuant to Securities Laws.

(r) Validly Issued Unit Shares. The Unit Shares have been duly and validly authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares.

(s) Validly Issued Unit Warrants. The Unit Warrants have been duly and validly created and authorized for issuance and sale and when issued and delivered by the Company pursuant to this Agreement and the Warrant Indenture, against payment of the consideration set forth herein, will be validly issued.

(t) Validly Issued Broker Warrants. The Broker Warrants have been duly and validly created and authorized for issuance and when issued and delivered by the Company pursuant to this Agreement and the Broker Warrant Certificates, will be validly issued.

(u) Validly Authorized Warrant Shares. The Warrant Shares have been authorized and reserved for issuance and when issued and delivered by the Company upon the due exercise of the Unit Warrants in accordance with the terms of the Warrant Indenture, against payment in full of the exercise price therefor, will be validly issued as fully paid and non-assessable Common Shares.

(v) Validly Authorized Broker Warrant Shares. The Broker Warrant Shares have been authorized and reserved for issuance and when issued and delivered by the Company upon the due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificate, against payment in full of the exercise price therefor, will be validly issued as fully paid and non-assessable Common Shares.

(w) Material Agreements and Debt Instruments. All of the Material Agreements and Debt Instruments have been disclosed in the Public Disclosure Documents and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company and the Subsidiary have performed all obligations (including payment obligations) in a timely manner under, and are in compliance with all terms and conditions contained in, each Material Agreement and Debt Instrument in all material respects. Neither the Company nor the Subsidiary is in violation, breach or default nor have any of them received any notification from any party claiming that the Company or the

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Subsidiary is in violation, breach or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Company, is in breach, violation or default of any term under any Material Agreement or Debt Instrument.

(x) Acquisitions and Dispositions. All previous acquisitions and dispositions completed by the Company or the Subsidiary of any securities, business or assets of or to any other entity: (i) have been fully and properly disclosed in the Public Disclosure Documents in all material respects, to the extent required to have been so disclosed; and (ii) were completed in compliance with all applicable corporate and securities laws in all materials respects and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied with in all materials respects.

(y) Absence of Breach or Default. The Company is not in breach or default of, and the execution and delivery of the Offering Documents and the performance by the Company of its obligations hereunder or thereunder, the issue and sale of the Units, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to the Company or the Subsidiary, including Securities Laws; (B) the constating documents, articles or resolutions of the Company or the Subsidiary which are in effect as of the date thereof; (C) any Debt Instrument or Material Agreement; or (D) any judgment, decree or order binding the Company or the Subsidiary, or the properties or assets of the Company and the Subsidiary.

(z) No Actions or Proceedings. There are no actions, suits, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Subsidiary) currently outstanding, or to the knowledge of the Company, threatened or pending, against the Company or the Subsidiary at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority. There are no judgments or orders against the Company or the Subsidiary which are unsatisfied, nor are there any consent decrees or injunctions to which the Company, the Subsidiary, the Properties, or any assets of the Company or the Subsidiary, are subject.

(aa) Financial Statements. The audited consolidated financial statements of the Company for the financial years ended January 31, 2025 and January 31, 2024 and the unaudited condensed interim consolidated financial statements of the Company as at and for the three month periods ended April 30, 2025 and 2024 (collectively, the "Financial Statements"), contain no misrepresentations, present fairly, in all material respects, the financial position of the Company for the periods then ended and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved.

(bb) No Material Changes. Except as disclosed in the Public Disclosure Documents, since January 31, 2025:

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and the Subsidiary or in respect of the Properties;

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(ii) there has not been any material change in the capital stock or long-term debt of the Company or the Subsidiary; and
(iii) the Company and the Subsidiary have carried on their business in the ordinary course.

(cc) No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Company or the Subsidiary which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

(dd) Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ee) Accounting Policies. There has been no change in accounting policies or practices of the Company since January 31, 2025.

(ff) Purchases and Sales. Neither the Company nor the Subsidiary has approved, nor have they entered into any agreement in respect of, nor have knowledge of:

(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company or the Subsidiary, whether by asset sale, transfer of shares, or otherwise;
(ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company or otherwise) of the Company; or
(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.

(gg) No Loans or Non-Arm's Length Transactions. Other than as disclosed in the Public Disclosure Documents, neither the Company nor the Subsidiary is a party to any Debt Instrument, nor are there any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Company or the Subsidiary.

(hh) Dividends. There is not, in the constating documents, articles of incorporation or equivalent organizational or governing documents or in any Debt Instrument, Material Agreement, or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.

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(ii) Independent Auditors. The auditors of the Company are independent public accountants as required by Securities Laws and there has not been any "reportable event" (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with respect to the present auditor or any former auditor of the Company.

(jj) Insurance. The assets of the Company and its business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Company has not failed to promptly give any notice or present any material claim thereunder.

(kk) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Company and the Subsidiary have been paid, except where the failure to do so would not reasonably be expected to give rise to a Material Adverse Effect. Other than as disclosed in writing by the Company to the Agents prior to the date hereof, all tax returns, declarations and filings required to be filed by the Company and the Subsidiary have been timely filed with all appropriate governmental authorities and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax return of the Company or the Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Company or any of, except where such examinations, issues or disputes, individually or collectively, would not reasonably be expected to have a Material Adverse Effect.

(ll) Compliance with Laws, Filings and Fees. The Company has complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by the Company pursuant to Securities Laws and general corporate law have been made and paid, except for certain Exchange fees related to the Offering which are not required to be paid prior to the Closing Time. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

(mm) Anti-Bribery Laws. Neither the Company nor the Subsidiary has, and to the knowledge of the Company, no director, officer, employee, consultant, representative or agent of the foregoing has, (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or

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retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor the Subsidiary has any director, officer, employee, consultant, representative or agent of foregoing, (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging noncompliance with any such laws.

(nn) Anti-Money Laundering. The operations of the Company and the Subsidiary are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the 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 Governmental Authority (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any or the Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(oo) Directors and Officers. Except as disclosed in the Public Disclosure Documents, none of the directors or officers of the Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or any other public company.

(pp) Related Parties. Except as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company which, as the case may be, materially affected, is material to or will materially affect the Company.

(qq) Fees and Commissions. Other than the Agents (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.

(rr) Entitlement to Proceeds. Other than the Company, there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Debt Instrument, Material Agreement, or other instrument or document (written or unwritten).

(ss) Minute Books and Records. The minute books and records of the Company and the Subsidiary, which the Company has made available to the Agents and Agents' Counsel in

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connection with their due diligence investigation of the Company for the period from inception to the date of examination thereof, are all of the minute books and all of the records of the Company and the Subsidiary for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

(tt) Continuous Disclosure. The Company is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Company which has not been publicly disclosed and the information and statements in the Public Disclosure Documents were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR+, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading, and the Company has not filed any confidential material change reports which remain confidential as at the date hereof. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Securities Laws in the other Selling Jurisdiction.

(uu) Full Disclosure. All information which has been prepared by the Company relating to the Company, the Subsidiary, the Properties and any of its business, properties and liabilities, and either publicly disclosed or provided to the Agents is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading.

(vv) Investment Company Act. The Company is not required to be registered as an investment company under the U.S. Investment Company Act and is not relying on any exemption therefrom.

Mining and Environmental Matters

(ww) Properties and Assets. The Company and the Subsidiary are the absolute legal and beneficial owners of and have good and marketable title to, the Properties in such proportionate interest as is described in the Public Disclosure Documents, such Properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Company or the Subsidiary as currently conducted or contemplated to be conducted; the Company does not know of any claim or basis for any claim that might or could adversely affect the right of the Company or the Subsidiary to use, transfer, access or otherwise exploit such property rights; and, the Company does not have a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the Public Disclosure Documents.

(xx) Properties and Mining Rights. The Company and the Subsidiary hold either freehold title, mining leases, mining concessions, mining claims or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the Properties are located in respect of the ore bodies

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and specified minerals located in the Properties in which the Company has an interest as described in the Public Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company or the Subsidiary, as applicable, to access the Properties and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; all such properties, leases, concessions or claims in which the Company has any interests or rights have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing.

(yy) Valid Title Documents. Any and all of the agreements and other documents and instruments pursuant to which the Company and the Subsidiary hold the Properties and its assets (including any option agreement or any interest in, or right to earn an interest in, any properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and the Company is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. The Company and the Subsidiary's respective interest in the Properties (and any option agreement or any interest in, or right to earn an interest in, such Properties) are not subject to any right of first refusal or purchase or acquisition rights.

(zz) Possession of Permits and Authorizations. The Company and the Subsidiary have obtained all Permits necessary to carry on the business of the Company as it is currently conducted in respect of the Properties. The Company and the Subsidiary are in compliance with the terms and conditions of all Permits except where noncompliance would not reasonably be expected to have a Material Adverse Effect. All of the Permits issued to date are valid, subsisting, in good standing and in full force and effect and neither the Company nor the Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permits nor any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted.

(aaa) No Expropriation. No part of the Properties or the mining rights or Permits of the Company or the Subsidiary in respect of the Properties have been taken, revoked, condemned, or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened, or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(bbb) No Indigenous Claims. There are no claims or actions with respect to indigenous rights currently outstanding, or to the knowledge of the Company, threatened or pending, with respect to the Properties. There are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted with respect to the Properties, and no material dispute in respect of the Properties with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent.

(ccc) Environmental Matters

(i) the Company and the Subsidiary are in material compliance with all Environmental Laws and all operations on the Properties carried on by or on behalf of the Company and the Subsidiary have been conducted in all material respects in accordance with good mining and engineering practices;

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(ii) neither the Company nor the Subsidiary has used, except in material compliance with all Environmental Laws and Permits, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport, or handle any hazardous substance;

(iii) neither the Company nor the Subsidiary has received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company, nor the Subsidiary has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiary and nor has the Company received notice of any of the same;

(iv) there have been no past unresolved claims, complaints, notices or requests for information received by the Company or the Subsidiary with respect to any alleged material violation of any Environmental Laws, and to the knowledge of the Company, none that are threatened or pending; and no conditions exist at, on or under any properties now or previously owned, operated or leased by the Company or the Subsidiary, which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect;

(v) except as ordinarily or customarily required by applicable permit, neither the Company nor the Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor the Subsidiary has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

(vi) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Subsidiary, except for ongoing assessments conducted in the ordinary course; and

(vii) there are currently no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of material non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company or the Subsidiary.

(ddd) Scientific and Technical Information. The Company is in compliance with the provisions of NI 43-101 in all material respects and has filed all technical reports in respect of its material properties required thereby, which remain current as at the date hereof. The Upland Copper Property Technical Report complies in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Properties since the date thereof that would require a new technical report in respect of such property to be issued under NI 43-101. The Company, or to the knowledge of the Company, any predecessor thereof, made available to the authors of the Upland Copper Property Technical Report, prior to the issuance thereof, for the purpose of

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preparing such report, all information requested by such authors and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Disclosure Documents relating to scientific and technical information, including the estimates of the mineral resources of the Properties, have been prepared in accordance with Canadian industry standards set forth in NI 43-101 and in compliance with Securities Laws in all material respects. The method of estimating the mineral resources has been verified by mining experts who are "qualified persons" (within the meaning of NI 43-101), all material assumptions underlying the mineral resource estimates are reasonable and appropriate, the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

Employment Matters

(eee) Employment Laws. The Company and the Subsidiary are in material compliance with all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers' compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which may give rise to any of the foregoing.

(fff) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee, or consultant of the Company, as applicable (the "Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Securities Laws.

(ggg) Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company.

(hhh) Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint, or grievance outstanding, or to the knowledge of the Company, threatened or pending, against the Company or the Subsidiary which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company or the Subsidiary and no union representation question exists respecting the employees of the Company or the Subsidiary and no collective bargaining agreement is in place or currently being negotiated by the Company or the Subsidiary.

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LIFE Exemption Matters.

(iii) Material Facts. The LIFE Offering Document, together with any document filed by the Company under securities legislation in a jurisdiction of Canada on or after the earlier of the date that is 12 months before the date of the LIFE Offering Document and the date that the Company's most recent audited annual financial statements were filed, contains disclosure of all material facts relating to the securities being distributed under the LIFE Offering Document and does not contain a misrepresentation.

(jjj) Material Changes. No material change has occurred in respect of the Company since September 17, 2025, being the date of the Company's news release announcing the Offering.

(kkk) News Release. The Company filed a news release in respect of the Offering on September 17, 2025, and such news release included the following statement: "There is an offering document dated September 17, 2025 related to the Offering and the use by the Company of the Listed Issuer Financing Exemption can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.kobreaexploration.com. Prospective investors should read this offering document before making an investment decision."

(lll) Access to Offering Document. The Company has posted the LIFE Offering Document on its website.

(mmm) Reporting Issuer Status. The Company has been a reporting issuer for at least 12 months prior to September 17, 2025, being the date of the Company's news release announcing the Offering.

(nnn) No Fundamental Changes. The Company is not, and during the 12 months immediately before September 17, 2025, being the date of the Company's news release announcing the Offering, the Company or any person or company with whom the Company completed a restructuring transaction was not, either of the following: (i) an issuer whose operations have ceased; or (ii) an issuer whose principal asset is or was cash, cash equivalents, or its exchange listing, including, for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person or company.

(ooo) Use of Proceeds. The Company will not allocate any of the available funds as disclosed in the LIFE Offering Document to the following: (i) an acquisition that is a significant acquisition under Part 8 of NI 51-102; (ii) a restructuring transaction, as such term is defined in NI 51-102; or (iii) any other transaction for which the Company seeks approval of any security holder.

(ppp) Other LIFE Offerings. The total dollar amount of the distribution, combined with the dollar amount of all other distributions made by the Company under the LIFE Exemption during the 12 months immediately before September 17, 2025 will not, assuming completion of the distribution of the Offering, exceed the greater of the following: (i) $25,000,000; or (ii) 20% of the aggregate market value of the Common Shares, to a maximum of $50,000,000.

(qqq) Total Dilution. The distribution under the Offering, combined with all other distributions made by the Company under the LIFE Exemption during the 12 months immediately

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preceding September 17, 2025, will not result in an increase of more than 50% to the Company's issued and outstanding Common Shares, as of September 17, 2025.

(rrr) Capitalization. The Company reasonably expects that its available funds, together with the net proceeds of the Offering, will be sufficient to meet the Company's business objectives and liquidity requirements over a period of 12 months following the Closing Date.

(sss) Investment Fund. The Company is not an investment fund.

5. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE AGENTS

Each Agent hereby severally, and not jointly, nor jointly and severally, represents, warrants, and covenants to the Company and acknowledges that the Company is relying upon such representations, warranties, and covenants that:

(a) Compliance with Securities Laws. In respect of the offer and sale of the Units, the Agent will conduct its activities in connection with the Offering in compliance with all Securities Laws and all other laws applicable to the Agents (or an Affiliate of the Agents), and the provisions of this Agreement.

(b) Duly Registered. The Agent is duly registered pursuant to the provisions of Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed.

(c) No Prospectus or Registration Requirement. The Agent has not solicited and will not solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Units, or the Unit Shares and Unit Warrants comprising the Units, in such a manner so as to require registration of the Unit Shares or Unit Warrants, or to require the filing of a prospectus, registration statement or offering memorandum or any similar document with respect thereto, or the provision of a contractual right of action under the laws of any jurisdiction, or to subject the Company to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction outside the Selling Jurisdictions to which it is not currently subject.

(d) Selling Jurisdictions. The Agent has not directly or indirectly, offered, sold or delivered any of the Units, or the Unit Shares and Unit Warrants comprising the Units, to any person in any jurisdiction other than in the Selling Jurisdictions, and in all cases except in a manner which is exempt from prospectus requirements under applicable securities laws.

(e) Subscriber Questionnaire. The Agent will obtain from each Purchaser a duly completed Subscriber Questionnaire (including all certifications, forms, schedules and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company and Kernaghan, on behalf of the Agents.

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6. CLOSING DELIVERIES

(a) Closing shall be completed electronically at the Closing Time or such other place, date or time as may be mutually agreed to; provided that if the Company has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or obligation except for payment of Eligible Expenses in accordance with Section 9 and indemnity and contribution in accordance with Section 11.

(b) At the Closing Time, the Company will deliver to the Agents each of the closing deliverables contemplated in Section 7, against (i) payment of the purchase price for the Units by wire transfer or by certified cheque or bank draft and delivery of the Subscriber Questionnaires (including any applicable schedules thereto, properly completed and executed) less the Commission in accordance with Section 15 hereof and the Eligible Expenses accordance with Section 9 hereof, and (ii) other documentation required to be provided by or on behalf of the Purchasers or the Agents pursuant to this Agreement or as may be required by Securities Laws or the rules of the Exchange.

7. CLOSING CONDITIONS

The following are conditions of the Agents' obligations to purchase the Units at the Closing:

(a) the Agents shall have received at the Closing Time, certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Agents, with respect to the articles and notice of articles of the Company, all resolutions of the Company's board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Agents may reasonably request;

(b) the Agents shall have received at the Closing Time, evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities and the Exchange required to be made or obtained by the Company in order to complete the Offering have been made or obtained;

(d) the Exchange shall not have objected to the issuance of the Unit Shares, Unit Warrants, Broker Warrants, Warrant Shares and Broker Warrant Shares or the listing of the Unit Shares, Warrant Shares and Broker Warrant Shares;

(e) the Company shall have taken all necessary corporate actions to (i) authorize and approve the Offering Documents and LIFE Offering Document, (ii) create and issue Unit Shares, Unit Warrants, Broker Warrants, (iii) authorize and allot for issuance the Warrant Shares and Broker Warrant Shares, and (iv) authorize and approve all other matters relating to the Offering;

(f) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' Counsel, acting reasonably, dated the Closing Date, from counsel to the Company and where appropriate, counsel in the Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on

certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) as to the incorporation and subsistence of the Company under the laws of British Columbia and as to the Company having the requisite corporate power and capacity to carry on its business as presently carried on and to own its properties and assets;

(ii) the Company is a "reporting issuer" not included on the list of issuers in default in the provinces of British Columbia, Alberta and Ontario;

(iii) as to the authorized and issued capital of the Company;

(iv) as to the corporate power and authority of the Company to execute, deliver and perform its obligations under the Offering Documents and to issue the Unit Shares, Unit Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares;

(v) each of the Offering Documents have been duly authorized, executed and delivered by the Company and constitute a valid and legally binding obligation of the Company enforceable against it in accordance with their respective terms;

(vi) the execution and delivery of the Offering Documents and the performance by the Company of its obligations hereunder and thereunder, and the offering for sale of the Unit Shares, Unit Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Company, any resolutions of the shareholders or directors of the Company, any applicable corporate laws or applicable Securities Laws;

(vii) the Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares;

(viii) the Unit Warrants have been duly and validly created and issued and the Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the Unit Warrants and in accordance with the provisions of the Warrant Indenture and the Warrant Certificates (if applicable), the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(ix) the Broker Warrants have been duly and validly created and issued and the Broker Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the Broker Warrants and in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(x) the issuance by the Company of the Unit Shares and Unit Warrants to the Purchasers and the issuance of the Broker Warrants to the Agents in accordance with the terms of this Agreement, the Offering Documents, Subscriber Questionnaires are exempt from the prospectus requirements of applicable Securities Laws in the Selling Jurisdictions and, other than the LIFE Offering

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Document, no documents are required to be filed (other than specified forms accompanied by requisite filing fees and the Offering Documents), proceedings taken or approvals, Permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;

(xi) the issuance of the Warrant Shares upon the due exercise of the Unit Warrants will be exempt from the prospectus requirements of applicable Securities Laws in the Selling Jurisdictions and no documents are required to be filed, proceedings taken or approvals, Permits, consents or authorizations obtained under applicable Securities Laws to permit such issuance and delivery;

(xii) the issuance of the Broker Warrant Shares upon the due exercise of the Broker Warrants will be exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, Permits, consents or authorizations obtained under applicable Securities Laws to permit such issuance and delivery;

(xiii) no other documents will be required to be filed, proceedings, taken or approvals, Permits, consents or authorizations obtained under applicable Securities Laws in connection with the first trade of the Broker Warrants or the Broker Warrant Shares by the holders thereof, provided that a period of four (4) months and one (1) day has lapsed from the date of distribution of the Broker Warrants;

(xiv) no other documents will be required to be filed, proceedings, taken or approvals, Permits, consents or authorizations obtained under applicable Securities Laws in connection with the first trade of the Unit Shares, the Unit Warrants, or the Warrant Shares by the holders thereof, as the case may be;

(xv) Endeavor Trust Corporation has been duly appointed as the Transfer Agent for the Common Shares and as Warrant Agent under the Warrant Indenture; and

(xvi) such other matters as the Agents or the Agents' counsel may reasonably request;

(g) the Agents shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which each of the Company and the Subsidiary are incorporated, organized or continued dated within one Business Day prior to the Closing Date;

(h) the Agents shall have received a certificate from the Transfer Agent confirming the appointment of the Transfer Agent as transfer agent and registrar for the Common Shares and the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date;

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(i) the Agents shall have received a certificate from the Warrant Agent confirming the appointment of the Warrant Agent as warrant agent for the Unit Warrants under the Warrant Indenture;

(j) the Warrant Indenture and the Warrant Certificates (if any), in the form and substance satisfactory to the Agents and Agents' counsel, acting reasonably, shall have been executed and delivered by the Company and countersigned and/or authenticated by the Warrant Agent as applicable;

(k) the Broker Warrant Certificates, in the form and substance satisfactory to the Agents and Agents' counsel, acting reasonably, shall have been executed and delivered by the Company;

(l) the Company shall have duly complied with all material terms, covenants and conditions of this Agreement, each in their respective part, to be complied with up to the Closing Time;

(m) the representations and warranties of the Company contained in this Agreement be true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement except to the extent such representations and warranties were made as of a prior date in which case they shall be true and correct in all material respects as of such date;

(n) the Agents shall have received a title opinion dated as of the Closing Date from counsel satisfactory to the Agents, acting reasonably, addressed to the Agents and the Purchasers, relating to the right to or ownership of the Properties, in form and substance satisfactory to the Agents and Agents' Counsel, acting reasonably; and

(o) the Agents shall have received favourable legal opinions dated as of the Closing Date from counsel satisfactory to the Agents, acting reasonably, addressed to the Agents and the Purchasers, regarding the Subsidiary in form and substance satisfactory to the Agents, acting reasonably, with respect to the following matters:

(i) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation;

(ii) the Subsidiary having all requisite corporate power and capacity to carry on business and to own lease and operate properties and assets; and

(iii) the authorized and issued share capital of the Subsidiary and the ownership thereof.

TERMINATION

(a) Rights of Termination. In addition to any other remedies which may be available to the Agents, an Agent shall be entitled, at its option, to terminate and cancel, without any liability on that Agent's part, such Agent's obligations under this Agreement by giving notice in writing to the Company and, if applicable, to Kernaghan if:

(i) Due Diligence. The Agent is not satisfied in its sole discretion with its due diligence review and investigations.

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(ii) Proceeding. Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened or any order is issued by any federal, provincial, state, municipal, local or other governmental or body, domestic or foreign, any subdivision or authority of any of the foregoing or any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (collectively, "Governmental Authority"), including, without limitation, the Exchange, or otherwise in respect of the Company or any of its directors and officers (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Agents); or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Company is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the Agent operates to prevent or restrict the trading in the Common Shares or the distribution of the Units or which in the reasonable opinion of the Agent, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Unit Shares or Unit Warrants.

(iii) Market. The state of the financial markets, whether national or international, is such that in the opinion of such Agent, it would be impractical or unprofitable to offer or continue to offer the Units for sale.

(iv) Material Adverse Change. There shall be any material change in the assets, business, affairs, financial condition, results of operations, capital or prospects of the Company or the Subsidiary, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the Company and/or the Subsidiary, which in any case, in the sole opinion of such Agent, acting reasonably, has or would be expected to have a material adverse effect on the market price or value of any of the securities of the Company, including any securities comprising, underlying or issuable pursuant to the Units.

(v) Disaster. There should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, accident, pandemic, any outbreak or escalation of war, hostilities or terrorism (including but not limited to any material escalation of the ongoing Israeli-Hamas conflict and/or of the Russian Federation's invasion of Ukraine after the date hereof), natural disaster, public protest or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of such Agent, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Company or the marketability of the Units.

(vi) Breach. The Company is in breach of any material term, condition or covenant of this Agreement or any of the representations or warranties made by the Company in this Agreement is false or becomes false.

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(vii) Mutual Agreement. Kernaghan, on behalf of the Agents, and the Company mutually agree in writing to terminate this Agreement.

(b) Exercise of Termination Rights. The rights of termination contained in this Section 8 may be exercised by any of the Agents and is in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by an Agent, there shall be no further liability on the part of that Agent to the Company or on the part of the Company to that Agent except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination or under Section 9, Section 10, Section 11 and Section 15 of this Agreement.

EXPENSES

Whether or not the sale of the Units shall be completed, all expenses of or incidental to the sale and delivery of the Units and all expenses of or incidental to all other matters in connection with the Offering shall be borne by the Company including, without limitation, all reasonable fees and disbursements of all legal counsel to the Company (including local counsel), all fees and expenses relating to obtaining the conditional and final approval of the Exchange in respect of the Offering, and all transfer agent fees and expenses. In addition, whether or not the transactions contemplated by this Agreement shall be completed, the Company shall reimburse the Agents for all reasonable out-of-pocket expenses incurred by them in connection with the Offering, including the reasonable legal fees and disbursements of the Agents' Counsel, together with all applicable taxes on all of the foregoing (such fees and expenses of the Agents that the Company is required to pay pursuant to the terms of this Agreement being, collectively, the "Eligible Expenses"). Eligible Expenses, whether incurred by the Agents or on their behalf, shall be immediately payable by the Company upon receipt of an invoice.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Agents herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of two years following the Closing Date. For certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Company or the contribution obligations of the Agents or those of the Company shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect, indefinitely, subject only to the applicable limitation periods prescribed by law.

INDEMNITY

(a) In the event that the Agents, the respective shareholders, directors, officers, agents or employees of the Agents, or any other person controlling the Agents (collectively, together with the Agents, "Indemnified Persons") becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any

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person, including shareholders of the Company, in connection with or as a result of: (i) the engagement contemplated by this Agreement, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will reimburse such Indemnified Person for its legal and other expenses (including without limitation the costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing the Letter Agreement) incurred in connection therewith as such expenses are incurred; provided, however, that solely with respect to clause (i) above if it is finally determined by a court or arbitral tribunal in any such action, claim, suit, investigation or proceeding that any loss, claim damage or liability of the Indemnified Person has resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Person in performing the services that are the subject of this Agreement, then the Indemnified Person will repay such portion of reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of the Indemnified Person which is the subject of such determination. The Company will also indemnify and hold harmless each Indemnified Person from and against any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively, "Losses") related to or arising out of (i) this Agreement or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Offering Documents or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, solely with respect to clause (i) above, to the extent any such Losses are finally determined by a court or arbitral tribunal to have resulted primarily and directly from the willful misconduct or gross negligence of the Indemnified Person in performing the services that are the subject of this Agreement.

(b) If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless (except by reason of the gross negligence or willful misconduct of the Indemnified Person as described above), the Company and the Indemnified Person shall contribute to the Losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and by the Indemnified Person, on the other hand, with respect to this Agreement or, if such allocation is determined by a court or arbitral tribunal to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of the Company on the one hand and of the Indemnified Person on the other hand; provided, however, that in no event shall the amounts to be contributed by the Indemnified Person exceed the fees actually received by the applicable Agent under this Agreement. Relative benefits to the Company, on the one hand, and the Indemnified Person, on the other hand, shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid or received or proposed to be received by the Company or its security holders, as the case may be, pursuant to the transaction(s), whether or not consummated, contemplated by this Agreement, bears to (ii) all fees actually received by the applicable Agent under this Agreement.

(c) The Company also agrees that no Indemnified Person shall have any liability to the Company or any person asserting claims on behalf or in right of the Company in connection with or as a result of this Agreement or any matter referred to in this Agreement except to the extent that any Losses incurred by the Company are finally determined by a court or arbitral tribunal to have resulted primarily and directly from the willful misconduct or gross negligence of the Indemnified Person in performing the services that are the subject of this

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Agreement. In no event shall any Indemnified Person be responsible for any indirect, special or consequential damages, even if advised of the possibility thereof.

(d) In the event that an Indemnified Person is requested or required to appear as a witness in any action brought by or on behalf of or against the Company relating to this Agreement in which such Indemnified Person is not named as a defendant, the Company agrees to promptly reimburse the Indemnified Person on a monthly basis for all expenses incurred by it in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

(e) The Company's obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. Notwithstanding Section 24, solely for purposes of enforcing the Company's obligations hereunder, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim subject to this provision is brought by or against any Indemnified Person. THE AGENTS HEREBY AGREE, AND THE COMPANY HEREBY AGREES ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR THE AGENTS' PERFORMANCE OF SERVICES THAT ARE THE SUBJECT HEREOF.

12. SYNDICATION BY AGENTS

The sale of the Units by the Agents in connection with the Offering shall be as to the following percentages:

Kernaghan & Partners Ltd.	70%
Beacon Securities Limited	20%
Red Cloud Securities Inc.	10%
Total:	100.0%

13. ACTION BY AGENTS

All steps which must or may be taken by the Agents in connection with this Agreement, with the exception of the matters relating to termination contemplated by Section 8 or matters relating to indemnity and contribution contemplated by Section 11, may be taken by Kernaghan, on behalf of themselves and the Agents, and the execution and delivery of this Agreement by the Company and the Agents shall constitute the Company's authority for accepting any notice, request, direction, certificate, consent or other communication from Kernaghan and for delivering the Units by electronic deposits or otherwise to, or to the order of, Kernaghan. Kernaghan agrees to consult with the other Agents with respect to all material matters. The rights and obligations of the Agents under this Agreement shall be several and not joint nor joint and several.

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14. ADVERTISEMENTS

The Company acknowledges that the Agents shall have the right, subject always to clauses 1(a) and 1(c), at their own expense, to place such advertisement or advertisements relating to the Offering contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including Securities Laws. The Company and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption or exclusion from the prospectus and registration requirements of applicable securities legislation in the United States or in any of the provinces of Canada in which the Units shall be offered or sold not being available.

15. AGENTS' COMMISSION

In consideration of the services rendered by the Agents, including acting as the Company's agents in arranging for the distribution of and purchasing the Units, the Company shall (i) pay the Agents a cash commission equal to 6% of the aggregate gross proceeds raised from the issuance of the Units, except in respect of the gross proceeds raised from the issuance of Units to the President's List Purchasers, for which a reduced commission of 3% shall be payable (the "Commission"), and (ii) issue to the Agents such number of Broker Warrants as is equal to 6% of the aggregate number of Units issued under the Offering, except in respect of the issuance of Units to the President's List Purchasers, for which a reduced number of Broker Warrants equal to 3% of the number of Units issued to the President's List Purchasers shall be issuable. The obligation of the Company to pay the Commission and deliver the Broker Warrants shall arise at the Closing Time, all in accordance with Section 6.

16. NOTICES

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

(a) if to the Company, to it at:

Kobrea Exploration Corp.
1570 – 200 Burrard Street
Vancouver, BC V6C 3L6
Attention: James Hedalen, Chief Executive Officer
Email: [Redacted - Personal Information]

with a copy to (which will not constitute delivery):

DuMoulin Black LLP
1111 W Hastings Street 15th Floor
Vancouver, BC V6E 2J3
Attention: Aadam Tejpar
Email: [email protected]

(b) or if to Kernaghan:

Kernaghan & Partners Ltd.
155 University Ave Suite 750
Toronto, ON M5H 3B7
Attention: Mark Van Remortel, Chief Executive Officer
Email: [Redacted - Personal Information]

with a copy to (which will not constitute delivery):

Bennett Jones LLP
100 King Street West, Suite 3400
Toronto, Ontario M5X 1A4
Attention: Andrew Disipio
Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

TIME OF THE ESSENCE

Time shall, in all respects, be of the essence hereof.

CANADIAN DOLLARS

All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.

HEADINGS

The headings contained herein are for convenience only and shall not affect the meaning or interpretation thereof.

SINGULAR AND PLURAL, ETC.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

NO FIDUCIARY DUTY

The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement, including the determination of the subscription price of the Units and any related discounts and commissions, is an arm's length commercial transaction between the Company, on the one hand, and the Agents, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Agents are and have been acting solely as principals and are not the agents or fiduciaries of the Company or its shareholders, creditors, employees or any other party; (iii) the Agents

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have not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Agents have advised or are currently advising the Company on other matters) and the Agents do not have any obligations to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

22. ENTIRE AGREEMENT

This Agreement constitutes the only agreement between the parties with respect to the Offering and shall supersede any and all prior negotiations and understandings including, without limitation, the Letter Agreement. This Agreement may be amended or modified in any respect by written instrument only.

23. SEVERABILITY

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

24. GOVERNING LAW

This Agreement shall be governed by and be construed in accordance with the laws of the province of British Columbia and the laws of Canada applicable therein.

25. SUCCESSORS AND ASSIGNS

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.

26. FURTHER ASSURANCES

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

27. LANGUAGE

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

28. EFFECTIVE DATE

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

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COUNTERPARTS AND FACSIMILE

This Agreement may be executed in any number of counterparts and by facsimile, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

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

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

KERNAGHAN & PARTNERS LTD.

"Mark Van Remortel"

Per:
Name: Mark Van Remortel
Title: Chief Executive Officer

BEACON SECURITIES LIMITED

"Daniel Belchers"

Per:
Name: Daniel Belchers
Title: Managing Director, Investment Banking

RED CLOUD SECURITIES INC.

"Bruce Tatters"

Per:
Name: Bruce Tatters
Title: Chief Executive Officer

The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of the date first written above.

KOBREA EXPLORATION CORP.

"James Hedalen"

Per:
Name: James Hedalen
Title: Chief Executive Officer

AI assistant

Kobrea Exploration Corp. Capital/Financing Update 2025

48480_rns_2025-10-09_62f89b37-b119-4c5f-8b19-16471b33bb22.pdf

AGENCY AGREEMENT

DEFINITIONS

2. COVENANTS OF THE COMPANY

3. ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

General Matters

Mining and Environmental Matters

Employment Matters

5. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE AGENTS

6. CLOSING DELIVERIES

7. CLOSING CONDITIONS

12. SYNDICATION BY AGENTS

13. ACTION BY AGENTS

14. ADVERTISEMENTS

15. AGENTS' COMMISSION

16. NOTICES

22. ENTIRE AGREEMENT

23. SEVERABILITY

24. GOVERNING LAW

25. SUCCESSORS AND ASSIGNS

26. FURTHER ASSURANCES

27. LANGUAGE

28. EFFECTIVE DATE

KERNAGHAN & PARTNERS LTD.

BEACON SECURITIES LIMITED

RED CLOUD SECURITIES INC.

AI assistant

Kobrea Exploration Corp. — Capital/Financing Update 2025

48480_rns_2025-10-09_62f89b37-b119-4c5f-8b19-16471b33bb22.pdf

AGENCY AGREEMENT

DEFINITIONS

2. COVENANTS OF THE COMPANY

3. ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

General Matters

Mining and Environmental Matters

Employment Matters

5. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE AGENTS

6. CLOSING DELIVERIES

7. CLOSING CONDITIONS

12. SYNDICATION BY AGENTS

13. ACTION BY AGENTS

14. ADVERTISEMENTS

15. AGENTS' COMMISSION

16. NOTICES

22. ENTIRE AGREEMENT

23. SEVERABILITY

24. GOVERNING LAW

25. SUCCESSORS AND ASSIGNS

26. FURTHER ASSURANCES

27. LANGUAGE

28. EFFECTIVE DATE

KERNAGHAN & PARTNERS LTD.

BEACON SECURITIES LIMITED

RED CLOUD SECURITIES INC.

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Kobrea Exploration Corp. Capital/Financing Update 2025